TCR_Public/130806.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 6, 2013, Vol. 17, No. 216

                            Headlines

AEMETIS INC: Incurs $9.6 Million Net Loss in Second Quarter
AGFEED INDUSTRIES: Incentive Plan Approval Sought
AGFEED INDUSTRIES: Gets Nod For Auction With $79MM Stalking Horse
AGFEED INDUSTRIES: Hiring Approvals Sought
AIRTRONIC USA: Lightweight MK 777 Launcher Ready for Shipping

ALLIED IRISH: Reports EUR758 Million Net Loss in H1 2013
ALLY FINANCIAL: Incurs $927 Million Net Loss in Second Quarter
ALLY'S FINANCIAL: DBRS Assigns 'BB' Long Term Debt Rating
AMBAC FINANCIAL: US Trustee Looks to Shave Attorney's Fees
AMERICAN AIRLINES: EU Approves AMR-USAir Merger

AMERICAN PETRO-HUNTER: Hanover to Sell 16.1MM Common Shares
APPLIED DNA: Sells 5,500 Additional Preferred Shares to Crede
AXESSTEL INC: Stockholders Elect Four Directors
ARCAPITA BANK: Panel Has Court's OK to Prosecute Avoidance Claims
ARMORWORKS ENTERPRISES: Committee Can Retain Forrester as Counsel

ARMORWORKS ENTERPRISES: Panel Hires Sierra Consulting as Advisor
ARMORWORKS ENTERPRISES: Employs Wittie Letsche as Special Counsel
ASTRO TEL: Verizon Says Defunct Rival Can't Prove Antitrust Claims
BALLARD POWER: Incurs $5.8-Mil. Net Loss in Second Quarter
BANYAN RAIL: Posts $1.6 Million Net Income in First Quarter

BEAZER HOMES: Incurs $5.8 Million Net Loss in June 30 Quarter
BLUEJAY PROPERTIES: Bid for Loan Participants Committee Withdrawn
BLUEJAY PROPERTIES: Further Exclusivity Extension Won't Be Granted
CASEY ANTHONY: Agrees to Pay $25,000 to Avoid Selling Life Story
CASPIAN SERVICES: Extends CEO's Employment for Three Years

CELL THERAPEUTICS: Incurs $18 Million Net Loss in Second Quarter
CHRISTIAN RELIEF: S&P Affirms B Rating & Alters Outlook to Stable
CLEAR CHANNEL: Posts $7.2 Million Net Income in Second Quarter
COMMONWEALTH BANKSHARES: SEC Revokes Registration of Securities
CORPORATE EXECUTIVE: S&P Affirms 'BB-' CCR After Debt Amendments

CROWN MEDIA: Posts $16.5 Million Net Income in Second Quarter
DELL INC: Fitch Ratings Guidance Unaffected by Merger Agreement
DETROIT, MI: Property Owners Can File Tax Appeals, Not Collect
DETROIT, MI: Mich. AG Sees No Conflict in Defending Retirees
DETROIT, MI: PFRS Balks at Role of Retiree Committee

DETROIT, MI: Slashes Pay for Some Police, Firefighter Unions
DETROIT, MI: Congressional Democrats Seek to Boost Federal Aid
DETROIT, MI: Lawyers in Bankruptcy May Face Scrutiny on Fees
DETROIT, MI: Hiring Christie's for Valuation of Art Collection
DIALOGIC INC: Had $10.4 Million Net Loss in First Quarter

DIALOGIC INC: FS Finans Holds 12.6% Ownership
DIALOGIC INC: ApS Kbus No Longer Owns Shares as of July 31
DUMA ENERGY: Pursuing Additional African Oil Concessions
EASTMAN KODAK: Opposes Appointment of Equity Committee
EASTMAN KODAK: Seeks Additional Time to Remove Civil Actions

EASTMAN KODAK: Seeks Court Approval to Expand E&Y Services
EDISON MISSION: Incurs $91 Million Net Loss in Second Quarter
ELBIT IMAGING: Settles with Israeli Tax Authority for $2.2MM
ELEPHANT TALK: To Convert $1 Million Loan to 1.8 Million Shares
EMPIRE RESORTS: Option to Lease EPT Property Extended to Aug. 14

ENDEAVOR ENERGY: S&P Assigns 'B+' CCR & Rates $300MM Notes 'B+'
EPICEPT CORP: Defaults Under MidCap Loan Agreement Waived
EPICEPT CORP: Incurs $1.7 Million Net Loss in Second Quarter
EXCEL MARITIME: Creditors Say Rival Plan In The Works
FIRST PHILADELPHIA: Wants Plan Filing Exclusivity Until Nov. 21

FLOYD COUNTY, KY: Moody's Cuts General Obligation Ratings to Ba1
FREDERICK'S OF HOLLYWOOD: Inks 3rd Amendment to Salus Credit Pact
FREESEAS INC: Issues 775,000 Add'l Settlement Shares to Hanover
GATEHOUSE MEDIA: Incurs $14.1 Million Net Loss in Second Quarter
GELT PROPERTIES: Hearing on Bucks County Bank Stay Relief Reset

GELTECH SOLUTIONS: Grants 250,000 Options to Executives
GH BROADCASTING: Sec. 341 Creditors' Meeting Set for Aug. 30
GLYECO INC: Stockholders Elect Five Directors
GRAYMARK HEALTHCARE: Foundation Owns 70.2% Equity Stake
GRYPHON GOLD: Chapter 11 Petition Filed

HANDY HARDWARE: Littlejohn & Co. Completes Acquisition
HERCULES OFFSHORE: Had $27.4-Mil. Net Loss in Second Quarter
HERON LAKE: Granite Falls Acquires Majority Interest
HERTZ CORP: DBRS Assigns 'BB' Issuer Rating
HEXCEL CORP: Debt Repayment Prompts Moody's to Withdraw Ratings

HIGH MAINTENANCE: Sec. 341 Creditors' Meeting Set for Aug. 30
IEMR RESOURCES: Gets Notice Default From American Cumo
INFUSYSTEM HOLDINGS: Won't Pursue Potential Sale to Meson
INTELLICELL BIOSCIENCES: Issues 8 Million Shares to Hanover
INTELLIPHARMACEUTICS INT'L: Closes Offering of $3.1-Mil. Units

INTELLIPHARMACEUTICS INT'L: Sabby Held 5% Equity Stake at July 26
ISAACSON STRUCTURAL: Can Hire Tamposi Law Group as Special Counsel
J.C. PENNEY: Says News Report About CIT's Action is Untrue
JACKSONVILLE BANCORP: To Cancel Former CEO's Unexercised Option
JHK INVESTMENTS: Cash Collateral Use Extended Until Aug. 20

KIT DIGITAL: Wins Confirmation of Bankruptcy-Exit Plan
LANDESK SOFTWARE: Moody's Keeps B2 CFR on Downsized Transactions
LEMIC ENTERPRISE: A.M. Best Affirms 'C(weak)' FSR
LEVEL 3: Incurs $24 Million Net Loss in Second Quarter
LIFE CARE: U.S. Trustee Appoints 3 Members to Creditors Panel

LIFE CARE: Can Employ Stutsman Thames as Bankruptcy Counsel
LIFE CARE: Can Employ Navigant Capital as Financial Advisor
MANTECH INT'L: Moody's Keeps Ba1 CFR Over Lower Earnings Guidance
MEI INC: Moody's Assigns 'B1' CFR; Outlook Positive
MERISEL INC: Merger with Saints Takes Effect

MERISEL INC: Saints Capital No Longer Owns Shares
MICROISLET INC: Islet Sciences Sued Over IP Asset Acquisition
MIDWEST FAMILY: Moody's Hikes Ratings on 2 Series 2006 A Bonds
MISSION NEW ENERGY: Had A$1.4 Million in Cash at June 30
MOBIVITY HOLDINGS: Names Jeff Hasen as Chief Marketing Officer

MOBIVITY HOLDINGS: ACT Capital Held 9.9% Equity Stake at June 17
MONARCH COMMUNITY: Incurs $929,000 Net Loss in Second Quarter
MOORE FREIGHT: Plan Disclosures Hearing on September 10
MOTORS LIQUIDATION: C. Tully is FTI's Corporate Finance Director
MOUNTAIN COUNTRY: Trustee Hires Turner & Johns as Counsel

MPG OFFICE: BPO Extends Expiration of Tender Offer to Aug. 9
MUSCLEPHARM CORP: Teams Up with Arnold Schwarzenegger
NATIVE WHOLESALE: Hearing on Case Dismissal Bid Starts
NATIVE WHOLESALE: Files Renewed Application to Employ Gable
NEW ENTERPRISE: S&P Revises Outlook to Neg. & Affirms 'CCC' CCR

NEXTRACTION ENERGY: Enters Into Loan Amendment with Tallin
NORTHLAND CABLE: Partnership Agreement Expires December 13
NORTHLAND RESOURCES: Implements Final Steps of Bond Restructuring
OCEAN 4660: Barreca Denied as CRO; Management Deal Disapproved
OCEAN 4660: Genovese Joblove May Withdraw as Attorney

OCEAN 4660: Ch.11 Trustee May Hire Stearns Weaver & Kerry-Ann Rin
OCEAN 4660: Lloyd Berger Approved as Building Code Consultant
OCI BEAUMONT: Moody's Assigns B1 CFR & Rates New $360MM Loan B1
OIL PATCH: Has Access to FCC and SOPUS Cash Until Aug. 30
OIL PATCH: Files Schedules of Assets and Liabilities

OIL PATCH: Wants to Hire James Childs as Financial Advisor
OIL PATCH: Hiring Okin & Adams as Bankruptcy Counsel
OP-TECH ENVIRONMENTAL: Now a Wholly-Owned Subsidiary of NRC
ORCHARD SUPPLY: Slams U.S. Trustee Opposition to $3MM Bonus Plan
ORCHARD SUPPLY: Has Final Approval of $176.3MM DIP Loan Packages

ORCHARD SUPPLY: Has Final Authority to Use Cash Collateral
ORCHARD SUPPLY: Committee Seeks to Retain Pachulski as Counsel
ORCHARD SUPPLY: Committee Taps Alvarez & Marsal as Fin'l Advisors
ORCKIT COMMUNICATIONS: Arrangement with Noteholders Approved
ORECK CORP: OAC Acquisition Wins Court Okay to Buy All Assets

PARADISE HOSPITALITY: Opposes REF WB's Conversion Motion
PARADISE VALLEY: Opposes American Bank's Conversion Motion
PATRIOT COAL: Seeks to Change Loan Accord to Avoid Default
PATRIOT COAL: Hires Duff & Phelps as Valuation Services Provider
PENSON WORLDWIDE: 5th Amended Plan Filed, Plan Confirmed

PETER DEHAAN: Sept. 30 Hearing to Confirm Chapter 11 Plan
PHIL'S CAKE: Obtains Final Nod to Use Cash Collateral
PHIL'S CAKE: Court Confirms Modified Amended Plan
PNC BANK: $4MM Loan May Belong To Bankrupt Title Co.: 6th Circ.
PORTER HAYDEN: Strikes $21MM Deal Over Asbestos Coverage

RURAL/METRO CORP: Files for Chapter 11 with Restructuring Plan
PRIME ACQUISITION: Gets Notice of Continued Listing on NASDAQ
PRM FAMILY: U.S. Trustee Appoints 5-Member Creditors Committee
PRM FAMILY: Panel Can Retain Freeborn & Peters as Lead Counsel
PRM FAMILY: Hearing on BofA's Objection to HG Retention on Sept. 5

RURAL/METRO CORP: Voluntary Chapter 11 Case Summary
SARKIS INVESTMENTS: Section 341(a) Meeting Set on Sept. 6
SHOTWELL LANDFILL: Seeks to Extend Plan Filing to Aug. 19
SHOTWELL LANDFILL: Hires Ragsdale Liggett as Special Counsel
SMILE BRANDS: S&P Revises Outlook & Rates $310MM Facility 'B-'

SOLIMAR ENERGY: In Negotiations with SCCP Over Alleged Default
SOUND SHORE: Montefiore Gets Bankruptcy Court OK to Acquire Assets
SPROUTS FARMERS: S&P Revises Outlook to Pos. & Assigns 'B+' CCR
STANDARD PACIFIC: Fitch Rates $300MM Unsecured Notes at 'B/RR4'
TELETOUCH COMMUNICATIONS: To Liquidate Under Chapter 11

TWIN DEVELOPMENT: Hires Robert Legate as Special Counsel
US POSTAL: CCAGW Says New Senate Bill Fails to Prevent Bankruptcy
VAN DYKE: Moody's Lowers Ratings on $34.5MM Debt to 'Ba1'
WOOTON GROUP: Balks at Bid to Dismiss or Convert Case

* LPS' June Mortgage Monitor Shows Spike in Delinquency Rate
* Morgan Drexen Challenges Constitutionality of CFPB Structure

* Ralph Lay Joins Algon Group as Senior Managing Director

* Large Companies With Insolvent Balance Sheets

                            *********

AEMETIS INC: Incurs $9.6 Million Net Loss in Second Quarter
-----------------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.59 million on $47.35 million of revenues for the three
months ended June 30, 2013, as compared with a net loss of
$9.74 million on $44.27 million of revenues for the same period a
year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $19.40 million on $66.77 million of revenues, as compared
with a net loss of $18.11 million on $88.47 million of revenues
for the same period during the prior year.

As of June 30, 2013, the Company had $96.54 million in total
assets, $107.01 million in total liabilities, and a $10.47 million
total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/bh9AZ2

                   Amends Note Purchase Agreement

Aemetis and its wholly-owned subsidiaries Aemetis Advanced Fuels
Keyes, Inc., and Aemetis Facility Keyes, Inc., entered into a
Limited Waiver and Amendment No. 5 to Amended and Restated Note
Purchase Agreement with Third Eye Capital Corporation, as agent,
for the noteholders.  Amendment No. 5 amends the Amended and
Restated Note Purchase Agreement, dated July 6, 2012, among the
Company, Administrative Agent and Lenders.

Pursuant to Amendment No. 5, Third Eye on behalf of the Lenders
agreed to waive these covenants of the Borrowers in their
entirety:

   (i) Borrowers' obligation to achieve the Milo Conversion by
       May 31, 2013;

  (ii) Borrowers' Minimum Monthly Redemption Amount between May 3,
       and June 28;

(iii) Borrowers' payment of Mandatory Tiered Redemptions for the
       quarter ending June 30, 3013;

  (iv) all future Minimum Monthly Base Redemption Amounts and all
       future Mandatory Tiered Redemptions;

  (iv) Borrower's interests in arrears;

   (v) requirement to maintain trailing Free Cash Flow covenants
       through Dec. 31, 2013; and

  (vi) ratios of Note Indebtedness to Keyes Plant Market Value and
       Keyes Plant Orderly Liquidation Value for the third fiscal
       quarter of 2013.

Pursuant to Amendment No. 5, the parties agree to amend the Credit
Agreement as follows: (i) institute daily cash flow sweeps equal
to 20 percent of daily cash deposits from operating activities and
any cash deposits from Program subscriptions; (ii) use of a
specified tiered portion of net proceeds of any equity offering of
the capital stock to repay the principal outstanding under the
Notes in accordance with the Principal Waterfall; (iii) pay
interests in arrears by issuing additional notes; (iv) minimum
quarterly production of ethanol at the Keyes Plant to be  not less
than 10 million gallons per fiscal quarter; (v) extend the
Revolving Notes Stated Maturity Date to July 6, 2014; (vi) the
February 2013 Special Advance and the April 2013 Special Advance,
together with all interests thereon, will be due in full on the
revised Revolving Notes Stated Maturity Date of July 6, 2014.

In consideration for Amendment No. 5, the Borrowers, among other
things, agreed to pay the Lenders: (i) waiver fee as at June 30,
2013, of $750,000 by issuing shares of common stock of the
Company; (ii) amendment fee on June 30, 2013, of $3,000,000
payable in the form of additional Revolving Notes; (iii) extension
fee on July 6, 2013, of $1,500,000.00 payable in the form of
additional Revolving Notes; (iv) extension fee on Aug. 22, 2013 of
$400,000 payable in cash or shares of common stock of the Company;
and (v) extension fee on September 30, 2013 of $300,000 payable in
cash or shares of common stock of the Company.

A copy of the Amendment No. 5 is available for free at:

                        http://is.gd/XoIBIv

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.


AGFEED INDUSTRIES: Incentive Plan Approval Sought
-------------------------------------------------
AgFeed Industries Inc. is seeking to pay top executives and other
employees more than $650,000 in bonuses as they prepare to sell
the company's assets at auction later this month.

BankruptcyData reported that AgFeed Industries filed with the U.S.
Bankruptcy Court a motion for entry of an order

  (i) authorizing the Debtors to honor obligations in connection
      with certain key executive employment and incentive
      agreements with Edward Pazdro and Gerard R. Daignault;

(ii) approving the Debtor's key executive incentive plan (KEIP)
      and key manager incentive plan (KMIP) and

(iii) authorizing payment of earned bonus program holdbacks to
      certain key executives.

Under chief accounting officer Edward Pazdro's KEIP, Pazdro, upon
a sale event, will be paid an amount equal to 12 months' salary.

Under chief financial officer Gerald R. Daignault's KEIP,
Daignault, upon a sale event, will be paid an amount equal to six
month's salary.

The motion explains, "In addition to their existing and ordinary
course responsibilities, the KEIP Participants are also actively
engaged in identifying, providing information to, and negotiating
with potential purchasers, and in furtherance thereof, the KEIP
Participants play a significant role in ongoing negotiations with
such interested parties, the analysis of any potential bids, and
the due diligence production that will be made in connection
therewith....  The Debtors believe that the KMIP Participants are
critical to realizing maximum value from the Sale or series of
sales. Such individuals are responsible during the sale period for
maintaining the Debtor's employment base, running certain key
aspects of the Debtors' business on a day-to-day basis, assisting
Debtor's counsel in the preparation of essential reporting and
bankruptcy-related documents, responding to diligence request from
potential buyers, and seamlessly transitioning the AgFeed USA
assets (and related contracts, agreements and leases) to the
ultimate purchaser of such assets.  Specifically, upon the
successful consummation and closing of the Sale or series of sales
of the AgFeed USA assets, the KMIP Participant would be entitled
to a one-time payment of $10,000."

                      About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AGFEED INDUSTRIES: Gets Nod For Auction With $79MM Stalking Horse
-----------------------------------------------------------------
Law360 reported that bankrupt AgFeed Industries Inc., a hog
producer in the U.S. and China, won court approval for sales
procedures that give parties three weeks to top the $79 million
stalking-horse bid for the hog farmer's U.S. operations, fending
off arguments that the auction terms would restrict competing
offers.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Brendan L. Shannon signed off on AgFeed's
proposed procedures, overruling objections that sought to extend
the bid deadline and reduce the amount the stalking-horse bidder
would receive if it failed to prevail at auction.

As previously reported, a group of shareholders are opposing the
sale terms, arguing that the proposed $79 million stalking horse
bid significantly undervalues the hog producer.  Specifically, the
shareholders' group contended that the $79 million price is "well
below comparable asset sales for similar assets."  Although the
shareholders said the price "may" pay secured creditors in full,
the sale process should be stretched out to find a better offer
and generate a higher price for unsecured creditors and
stockholders.  The shareholders' group also said that Agfeed might
be worth up to $180 million, but finding a bidder to put up an
adequate amount of money would be difficult.

The Official Committee of Unsecured Creditors appointed in
AgFeed's Chapter 11 cases supports a sale, although the panel said
The Maschhoffs, LLC, as stalking horse bidder, is being offered a
breakup fee that's too large.  The equity group likewise called
the breakup fee an impediment to competing offers.

On AgFeed's July 15 Petition Date, it entered into an asset
purchase agreement whereby the Company will sell most of its
subsidiaries to Maschhoffs for cash proceeds of $79 million.  The
Company's operations in Oklahoma are not included in the sale.

The Company is continuing to actively pursue competing offers for
the sale of its businesses, including the Company's Chinese
subsidiaries and assets as well as the remaining assets, primarily
comprised of sow farm operations in Oklahoma.

In the event the APA with Maschhoffs is terminated for reasons
specified in the agreement, including if the Company accepts a
higher or better offer from a competing bidder in the auction, the
Company will be required to pay the Maschhoffs a break-up fee in
an amount equal to $2,370,000 and reimburse the Maschhoffs for its
reasonable and documented actual out-of-pocket expenses up to
$790,000.

Business Development Asia LLC and BDA Advisors Inc. serve as the
Company's financial advisors.

                      About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AGFEED INDUSTRIES: Hiring Approvals Sought
------------------------------------------
BankruptcyData reported that AgFeed Industries filed with the U.S.
Bankruptcy Court motions to retain:

   -- Young Conaway Stargatt & Taylor (Contact: Robert S. Brady)
as co-counsel at the following hourly rates: partner at $730,
associate at $285 to $420 and paralegal at $175;

   -- Foley & Lardner (Contact: Selig D. Sacks) as attorney at the
following hourly rates: partner at $500 to $950, senior counsel at
$450 to $750, associate at $300 to $500 and paraprofessional at
$175 to $280;

   -- BMC Group (Contact: Tinamarie Feil) as administrative
advisor;

   -- BDA Advisors (Contact: Euan Rellie) as investment banker and
financial advisor for a monthly retainer fee of $50,000 and a
minimum success fee of $600,000 per transaction; and

   -- Mackinac Partners as restructuring advisor (Contact: Keith
A. Maib) to provide the services of Keith A. Maib as chief
restructuring officer at the following hourly rates: partner and
senior managing director at $575 and managing director at $425 to
$550.

                      About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AIRTRONIC USA: Lightweight MK 777 Launcher Ready for Shipping
-------------------------------------------------------------
Global Digital Solutions on Aug. 5 released a photograph showing
the RPG-7(USA) -- manufactured by planned merger partner Airtronic
USA, Inc. -- in use by the Peruvian Army.

The companies also disclosed that Airtronic's second-generation
RPG -- the breakthrough, lightweight MK 777 -- is expected to be
ready for shipping in the second quarter of 2014.

The Airtronic RPG-7 weighs 14.9 pounds, has an aluminum trigger
group to reduce weight, and is compatible with all RPG-7 rounds
currently available.  Unlike every other RPG manufactured in the
world, Airtronic's RPG-7 is machined from a tube of ordnance grade
barrel steel, allowing it to fire 1,000 shots.  All other RPG
tubes are manufactured from castings, a small number of which will
have voids that can cause the tubes to explode with potentially
deadly consequences for operators.

The Airtronic RPG-7 comes with a Picatinny rail system which
allows the end user to upgrade the optics.  In the accompanying
Peru Army photograph, the operators have attached an Eotech sight
to the Picatinny rail.  Airtronic is currently delivering RPG-7
weapon systems to friendly foreign militaries.

Airtronic's second-generation RPG -- currently in final testing --
is the lightweight, effective and affordable MK 777.  This
breakthrough weapon has the exact same form factor as the RPG-7
and uses the same aluminum trigger group.  However, the MK 777 is
made from a steel liner with a carbon composite wrap.  This new
material reduces the weight by half -- to 7.77 pounds -- hence the
MK 777 name.  The MK 777 is also compatible with all existing RPG-
7 rounds and has a Picatinny rail system for mounting upgraded
optics.  The company expects to begin shipping the MK 777 in the
second quarter of 2014.

"This photograph is indicative of Airtronic's long-standing
relationships with selected militaries around the world," said
GDSI founder and largest shareholder Richard J. Sullivan, who will
become Chairman and CEO after the acquisition with Airtronic is
completed.  "As I commented in May when we announced a substantial
Airtronic contract and again in June when we announced an OEM
relationship and new purchase order, Airtronic has a strong track
record of meeting critical customer needs for quality weapons-
related products.  And that's true with regard to the U.S.
Department of Defense, various law enforcement agencies and
several international military organizations."

On May 30, 2013, GDSI and Airtronic announced the first in what is
expected to be a series of contracts involving the company's core
business products.  On June 24, 2013, the two companies announced
that Airtronic agreed to become an OEM supplier to a major
international defense contractor for the Airtronic family of M203
grenade launchers and received the first of many expected orders
for M203 grenade launchers.

"An RPG-7 from Europe or Asia weighs about nine or ten pounds more
than the MK 777," said Dr. Merriellyn Kett, Airtronic's President
and CEO who is expected to continue serving as CEO after the
merger between GDSI and Airtronic is finalized.  "At tradeshows
soldiers often tell me that I could never imagine the difference
ten pounds makes when they have to cover ten kilometers on foot
fast over difficult terrain.  I always tell them that we can
imagine the advantage of a lightweight weapon and that's exactly
why Airtronic developed the MK 777."

On or about August 13, 2012, GDSI and Airtronic announced that
they had signed a letter of intent to enter into good faith
discussions involving a potential strategic combination in which
Airtronic would be acquired by GDSI.  Having completed those good
faith discussions, the companies signed a merger agreement on or
about October 22, 2012.  The companies are working together to
file an Amended Plan of Reorganization.  If confirmed, the Plan
will allow Airtronic to emerge from chapter 11 bankruptcy with
adequate working capital.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company also manufactures medical, avionics, and
telecommunications original equipment.  The company's products
include grenade launchers, rocket propelled grenade launchers,
grenade launcher guns, flex machine guns, grenade machine guns,
rifles, and magazines.  Founded in 1990, the company is based in
Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALLIED IRISH: Reports EUR758 Million Net Loss in H1 2013
--------------------------------------------------------
Allied Irish Banks incurred a net loss of EUR758 million on EUR595
million of net interest income for half-year June 2013, as
compared with a net loss of EUR1.05 billion on EUR568 million of
net interest income for half year June 2012.

As of June 30, 2013, AIB had EUR120.60 billion in total assets,
EUR110 billion in total liabilities and EUR10.59 billion in total
shareholders' equity.

AIB's Chief Executive, David Duffy, described the interim results
as encouraging adding that he expects the positive performance to
continue.

"We are mid-way through a three year plan to return to sustainable
profitability.  While we have met our key strategic objectives to
date, we acknowledge the continuing challenges that lie ahead.

"The bank's results for the first half of 2013 demonstrate that
our strategy for stabilisation and recovery is delivering results.
We are seeing a steady improvement in our operating performance
and a return to pre-provision operating profit.  I expect that
overall progress made in the first half of 2013 will continue
through this year.

"Although the economic environment remains challenging we have
observed early positive trends in the SME, corporate and mortgage
sectors.  AIB approved over EUR3 billion in lending in the Irish
market in the first half of 2013 and we are well positioned to
actively support growth in the economy," he said.

A copy of the Report is available for free at:

                        http://is.gd/VNiMOn

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.


ALLY FINANCIAL: Incurs $927 Million Net Loss in Second Quarter
--------------------------------------------------------------
Ally Financial Inc. reported a net loss of $927 million for the
second quarter of 2013, compared to net income of $1.1 billion in
the prior quarter and a net loss of $898 million for the second
quarter of 2012.  The net loss for the quarter was driven by an
approximately $1 billion loss from discontinued operations,
primarily due to a $1.6 billion charge resulting from Ally's
comprehensive settlement agreement in the ResCap Chapter 11
bankruptcy case.  This was partially offset by approximately $600
million in tax benefits related to the settlement charge and the
sales of certain of Ally's international businesses.  Ally's core
auto finance operations continued to generate strong year-over-
year U.S. earning asset growth and improved U.S. net financing
revenue for the quarter.

"As we move into the second half of the year, Ally's strategic
transformation is nearing completion," stated Chief Executive
Officer Michael A. Carpenter.  "The comprehensive settlement
agreement between Ally, ResCap and ResCap's major creditors marked
a watershed moment, and we can now put that tumultuous chapter
behind us.  In addition, the vast majority of the international
businesses have been sold and 84 percent of the total expected
proceeds were received.  These actions have helped to strengthen
Ally and best position the company to return the remaining
investment to the U.S. taxpayer."

"Our leading dealer financial services and direct banking
franchises continued to demonstrate market leadership, posting
strong results during the second quarter," Carpenter continued.
"Ally's dealer financial services franchise is well-positioned in
an intensely competitive market. U.S. net financing revenue and
U.S. earning assets were up versus last year, demonstrating the
strength of Ally's dealer-focused approach.

"In addition, Ally Bank surpassed $40 billion in retail deposits
earlier this month, marking a key milestone just four years after
the brand was launched.  During the quarter, the franchise saw its
customer base grow 31 percent year-over-year, demonstrating the
competitive power of Ally Bank's customer-centric business model."

Carpenter concluded, "As we complete the final stages of Ally's
transformation, we are devoting our full attention and resources
toward strengthening and growing our leading franchises, which
will enable the company to thrive in the future."

A copy of the press release is available for free at:

                        http://is.gd/MkC5Sh

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


ALLY'S FINANCIAL: DBRS Assigns 'BB' Long Term Debt Rating
---------------------------------------------------------
DBRS, Inc. has commented on the 2Q13 financial results of Ally
Financial Inc. (Ally or the Company).  DBRS rates Ally's Issuer
and Long-Term Debt at BB. The trend on all ratings is Stable.  For
the quarter, Ally reported a net loss of $927 million compared to
net income of $1.1 billion in the prior quarter and a net loss of
$898 million a year ago.  The quarter's results were impacted by a
$1.6 billion charge related to the Company's previously announced
comprehensive settlement agreement with the Residential Capital,
LLC (ResCap) bankruptcy estate and ResCap's major creditors.  The
charge was partially offset by $600 million of tax benefits
related to the settlement and the sale of certain international
operations.  While the size of the loss is notable, the loss was
within DBRS's expectations.  Excluding repositioning items, core
pre-tax income (income from continuing operations before taxes and
origination issue discount (OID) amortization expense), totaled
$211 million, up marginally on a linked quarter basis, but 20%
lower YoY.

During the quarter, Ally made further progress in the strategic
transformation of its business model.  To this end, Ally completed
the sale of its Mexican insurance business, as well as its
remaining European operations, primarily in France.  Meanwhile,
the deals to sell the auto finance operations in Brazil, as well
as the joint venture stake in China remain in process.  Further,
along with the comprehensive ResCap settlement, Ally completed the
sale Ally Bank's (the Bank) agency MSR portfolio and ceased new
mortgage originations during the quarter effectively exiting the
residential mortgage origination and servicing business.  At
quarter end, Ally's only exposure to residential mortgages is the
$8.8 billion of mortgages held for investment at the Bank.  These
actions are designed to simplify and streamline Ally's business,
which DBRS views favorably, as it allows management to focus on
growing its leading dealer focused U.S. auto finance business and
direct bank franchise.

On an operating basis, the Company's auto finance business
reported solid results in a highly competitive marketplace.
Consumer origination volumes were $9.8 billion across a broad
range of origination channels.  Earning assets were 10% higher YoY
reflecting originations outpacing portfolio amortization.
Commercial loans were down modestly, primarily due to lower dealer
inventory levels as a result of strong retail sales.  DBRS
considers the solid origination volumes and growth in earning
assets in the current environment as demonstrating the Company's
ability to leverage its strong relationship with auto dealers.

For the quarter, the Auto Finance segment generated pre-tax income
of $382 million, an 11% improvement from the prior quarter, but
13% lower YoY.  Importantly, while results were lower compared to
the comparable period a year ago due to the absence of reserve
releases and several other one-time items that benefited results a
year ago, net financing revenue was higher both sequentially and
YoY.  Specifically, net financing revenue increased 1% QoQ and 12%
YoY to $777 million.  The positive trajectory in net financing
revenue was underpinned by growth in earning assets and improving
margins.  While the net interest margin (NIM) was modestly lower
QoQ largely due to one-time items, the NIM was 37 basis points
(bps) higher YoY at 2.04% primarily reflecting reduced funding
costs.  To this end, Ally's cost of funds stood at 2.72% in 2Q13,
which was 18 bps lower YoY.

The Insurance segment reported pre-tax income of $45 million, down
from $61 million in 1Q13 reflecting seasonally higher weather-
related losses that was partially mitigated by higher investment
income.  Positively, the Dealer Products and Services business,
(which provides dealer-centric products such as extended service
contracts and floor plan insurance), wrote $276 million of
premiums in 2Q13, the highest level since 2008.  Moreover,
wholesale insurance penetration levels remain high with 82% of
U.S. dealers with Ally floorplan financing also utilizing
floorplan insurance.

Within the U.S. Retail Auto Finance portfolio, net charge-offs
(NCO) continue to be near cyclical lows at 0.57%, a 12 bps
improvement QoQ reflecting seasonal factors.  While NCOs remain at
low levels, NCOs were 23 bps higher YoY driven by a more balanced
mix in originations, the seasoning of some larger vintages that
are entering their peak loss periods, and a slight decline in used
vehicle values during the quarter to more normalized levels.  DBRS
notes that the Company expects these trends to continue over the
coming quarters leading to normalization in loss rates.  Non-
performing loans (NPL) were stable on a sequential basis at $1.0
billion.  Company-wide provision for loan losses were 32% lower
QoQ at $89 million due to lower losses primarily in the mortgage
held for investment portfolio.  Nevertheless, DBRS sees the
reserve coverage as acceptable at 117.6% of NPLs.

Ally's leading direct bank anchors the solid funding profile
accounting for 40% of total funding with total deposits of $49.4
billion at June 30, 2013.  During the quarter, retail deposit
growth was solid expanding $1.1 billion and accounting for 81% of
total deposits.  For the eighth consecutive quarter, CD retention
rates were strong at over 90%.  At quarter-end, the Company's time
to required funding was sound at over two years.  DBRS notes that
a priority of Ally going forward will be to reduce the presence of
high cost debt in its capital structure, which should improve
earnings.  To this end, the Company recently issued $1.4 billion
of unsecured senior debt using the proceeds to repay higher coupon
SmartNotes.

Capital ratios increased sequentially reflecting the benefits of
the sale of the international operations, which more than offset
the impact of the ResCap settlement.  At June 20, 2013, the
Company's Basel I Tier 1 Capital ratio was 15.4%, an 80 bps
improvement from 1Q13.  Risk-weighted assets were 11% lower QoQ at
$127.2 billion reflecting the sale of certain international
operations partially offset by earning asset growth.  Ally's Tier
1 Common ratio was 8.0%, and pro-forma to the completion of the
remaining international operation divestures was 8.9%.  Regarding
forthcoming regulatory capital requirements, Ally expects the
impact of the recently finalized Basel III rules to have a minimal
impact on its regulatory capital levels.  Indeed, the Company
estimates that the Basel III rules would have lowered its Tier 1
common ratio by only 20 to 40 bps at quarter-end.


AMBAC FINANCIAL: US Trustee Looks to Shave Attorney's Fees
----------------------------------------------------------
Law360 reported that a U.S. trustee moved to trim the fat from
nearly $12 million in fees requested by lawyers and other
professionals in the bankruptcy case of New York-based bond
insurer Ambac Financial Group Inc., taking aim at charges for
everything from airfare to preparing the bill itself.  Ambac is
not responsible for hundreds of thousands of dollars in fees and
expenses, the U.S. Trustee argues.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: EU Approves AMR-USAir Merger
-----------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
and US Airways Group, Inc. on Aug. 5 disclosed that they have
received clearance from the European Commission under the EC
Merger Regulation for their proposed merger.

Tom Horton, chairman, president and CEO of AMR, and incoming
Chairman of the Board of the combined company, said, "We are very
pleased that the EU has approved the merger between American
Airlines and US Airways.  This represents one of the final
milestones on our path to becoming the new American Airlines."

Doug Parker, chairman and CEO of US Airways, and incoming CEO of
the combined company, said, "The clearance by the European
Commission is an important step toward closing this merger.  The
new American will benefit customers in the United States, Europe
and across the world by enhancing connectivity within the oneworld
alliance and creating more options for travel both domestically
and internationally.  We look forward to providing access to the
best destinations in the world as the new American Airlines."

As previously announced, AMR and US Airways agreed to combine to
create the new American Airlines, a premier global carrier.
Headquartered in Dallas/Fort Worth, the new American Airlines will
become a highly competitive alternative for consumers to other
global carriers and is expected to offer more than 6,700 daily
flights to 336 destinations in 56 countries.  The combined airline
will offer customers more choices and increased service across a
larger worldwide network and through an enhanced oneworld
alliance.  Together, American Airlines and US Airways are expected
to operate a mainline fleet of almost 950 aircraft and employ more
than 100,000 team members worldwide.

The merger is subject to regulatory approvals, other customary
closing conditions and confirmation of AMR's Plan of
Reorganization by the U.S. Bankruptcy Court for the Southern
District of New York.  The companies continue to expect to
complete the combination in the third quarter of 2013.

                  Aug. 15 U.S. Court HEaring

Susan Carey, writing for The Wall Street Journal, reports that
because the combination would lead to a monopoly on the London-
Philadelphia route, the European Commission said, the carriers
have agreed to release a daily pair of takeoff and landing slots
at London's congested Heathrow Airport to induce a new airline
competitor to start service to Philadelphia.  The two U.S.
carriers also committed that they and their trans-Atlantic
partners would enter into agreements to feed traffic to the new
entrant, said EU Competition Commissioner Joaquin Almunia. The EU
process of selecting a new airline hasn't begun, said a person
familiar with the matter.

WSJ notes AMR and US Airways also are awaiting clearance of the
transaction by the U.S. Department of Justice, which hasn't
signaled a time frame for its decision.  The WSJ report notes the
Justice Department has been reviewing the transaction for six
months and sources familiar with the matter said the probe is
nearing a head, as the government poses final questions, voices
concerns and could entertain the prospect of concessions in return
for its backing.

According to the report, people familiar with the situation said
one potential focus is the combined position of American and US
Airways at Reagan National Airport near Washington, D.C.  The two
control about 50% of the seats and two-thirds of the flights at
that airport, including two overlapping nonstop routes: to
Raleigh-Durham, N.C. and Nashville, Tenn.  Those two routes are
among 12 nonstop domestic routes where the pair overlaps, seven of
which currently have no other airlines flying them nonstop.

The U.S. Bankruptcy Court in New York has scheduled an Aug. 15
hearing to confirm AMR's reorganization plan.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN PETRO-HUNTER: Hanover to Sell 16.1MM Common Shares
-----------------------------------------------------------
American Petro-Hunter Inc. registered with the U.S. Securities and
Exchange Commission 16,182,230 shares of its common stock for
resale by Hanover Holdings I, LLC, 14,417,524 of which are
issuable to Hanover pursuant to the terms of the Common Stock
Purchase Agreement, between the Company and Hanover, dated
June 24, 2013, and 1,764,706 of which were issued to Hanover on
March 22, 2013, in satisfaction of a $150,000 commitment fee paid
to Hanover for entering into the Common Stock Purchase Agreement,
between the Company and Hanover, dated March 22, 2013, based upon
a price per share equal to $0.085 per share.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the resale of shares
of its common stock by Hanover.  However, the Company may receive
gross proceeds of up to $5,000,000 from sales of its common stock
to Hanover under the Purchase Agreement.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "AAPH".  The shares of the Company's common stock
are being offered for sale by Hanover at prices established on the
OTC Bulletin Board during the term of this offering.  On July 30,
2013, the closing bid price of the Company's common stock was
$0.01 per share.  These prices will fluctuate based on the demand
for the Company's common stock.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/ONJvMk

                    About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

American Petro-Hunter disclosed a net loss of $3.30 million on
$308,770 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $2.73 million on $317,931 of revenue during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$1.78 million in total assets, $1.67 million in total liabilities
and $107,336 in total stockholders' equity.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and is dependent upon the continued sale of its
securities or obtaining debt financing for funds to meet its cash
requirements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


APPLIED DNA: Sells 5,500 Additional Preferred Shares to Crede
-------------------------------------------------------------
Applied DNA Sciences, Inc., completed the second closing of its
transaction with Crede CG III, Ltd., and sold 5,500 shares of
Series B Convertible Preferred Stock to Crede at a price of $1,000
per share.  The Company received gross proceeds of $5,500,000 less
an investment fee of $265,000.

The Company entered into a Securities Purchase Agreement with
Crede dated July 19, 2013, pursuant to which Crede agreed to
purchase the Series B Preferred after a registration statement
covering the resale of all shares of Common Stock issuable
pursuant to the Purchase Agreement, including those underlying the
Series B Preferred and Series A, B and C Warrants, is declared
effective by the SEC.  The Company's registration statement on
Form S-3 was declared effective by the SEC on July 31, 2013.

Pursuant to the Purchase Agreement, Crede purchased at the initial
closing held on July 19, 2013, 10,695,187 shares of the Company's
common stock at a price of $.0.187 per share, resulting in gross
proceeds to the Company of $2,000,000 less an investment fee of
$100,000.

A copy of the Form 8-K is available for free at:

                        http://is.gd/CKl4DW

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.  The Company's balance
sheet at March 31, 2013, showed $5.07 million in total assets,
$8.84 million in total liabilities and a $3.77 million total
stockholders' deficit.


AXESSTEL INC: Stockholders Elect Four Directors
-----------------------------------------------
Axesstel, Inc., held its annual meeting of stockholders on
July 29, 2013, at which the stockholders:

   (1) elected Mark Fruehan, Richard M. Gozia, Patrick Gray, Osmo
       Hautanen and Clark Hickock to serve until the next annual
       meeting of stockholders and until their respective
       successors are duly elected and qualified;

   (2) ratified the adoption of the Axesstel, Inc., 2013 Equity
       Incentive Plan;

   (3) ratified the selection of Gumbiner Savett, Inc., as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2013;

   (4) approved, on an advisory basis, the compensation paid to
       the Company's named executive officers; and

   (5) recommended, on an advisory basis, that stockholder
       advisory vote on executive compensation?be held every three
       years.

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.

The Company's balance sheet at March 31, 2013, showed $25.44
million in total assets, $31.84 million in total liabilities and a
$6.39 million total stockholders' deficit.


ARCAPITA BANK: Panel Has Court's OK to Prosecute Avoidance Claims
-----------------------------------------------------------------
On Aug. 2, 2013, U.S. Bankruptcy Judge Sean H. Lane approved the
motion of the Official Committee of Unsecured Creditors of
Arcapita Bank B.S.C.(c), et al., for leave, standing and authority
to prosecute certain claims on behalf of the Debtors' estates
against (a) three banks: Al Baraka Islamic Bank, Tadhamon Capital,
and Bahrain Islamic Bank; and (b) trustees Arcsukuk (2011-1)
Limited and BNY Mellon Corporate Trustee Services Limited.

As reported in the TCR on June 5, 2013, the Committee seeks to:

   (i) pursue claims against the Banks for, among other things,
turnover of $33 million in proceeds that the Banks owe to Arcapita
under certain prepetition short-term investment transactions,
pursuant to which Arcapita deposited funds with the Banks in
exchange for a promised return,

  (ii) pursue claims against the Arcsukuk Defendants to avoid a
guarantee issued by Arcapita Investment Holdings Limited, a
subsidiary of Arcapita.

(iii) pursue a claim against the Arcsukuk Trustee with respect to
transfers of cash from Arcapita to the Arcsukuk Trustee within the
90 days prior to the filing of the Debtors' chapter 11 petitions.

The Debtors did not oppose the Committee's pursuit of the Claims.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARMORWORKS ENTERPRISES: Committee Can Retain Forrester as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the Official Joint Committee of Unsecured Creditors appointed in
the Chapter 11 cases of Armorworks Enterprises, LLC, and
TechFiber, LLC, to retain Forrester & Worth, P.L.L.C., as its
general counsel.

Forrester & Worth will:

  (a) advise the Committee in regard to its duties;

  (b) assist the Committee in any investigation that it deems
      necessary in regard to the acts, conduct, assets,
      liabilities, and financial condition of the debtors, their
      business operations, the desirability of the continuation of
      those operations, and any other matter relevant to the
      cases;

  (c) assist the Committee in the analysis of any plan of
      reorganization filed in the cases or in the formulation of a
      plan by the Committee; and

  (d) assist the Committee in requesting the appointment of a
      trustee or examiner, should that become necessary; and, (e)
      perform such other legal services as may be appropriate in
      the discharge of the Committee's duties.

The members of Forrester & Worth are S. Cary Forrester, Esq. and
John R. Worth, Esq.

The current hourly rate for S. Cary Forrester, Esq., is $450 per
hour.  The current hourly rate for John R. Worth, Esq., is
$400 per hour.  The current hourly rate for the firm's paralegals
is $125 per hour.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Panel Hires Sierra Consulting as Advisor
----------------------------------------------------------------
The Official Joint Committee of Unsecured Creditors appointed in
the Chapter 11 cases of Armorworks Enterprises, LLC, and
TechFiber, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Arizona to retain Sierra
Consulting Group as financial advisor.

The firm will be paid its customary rates ranging from $95 for
paraprofessionals to $345 for directors.  The firm will also be
reimbursed for any necessary expenses incurred.

The firm assured the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
holds no interest materially adverse to the interests of the
estate or of any class of creditors or equity security holders.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Employs Wittie Letsche as Special Counsel
-----------------------------------------------------------------
Armorworks Enterprises, LLC, and TechFiber, LLC, seek authority
from the U.S. Bankruptcy Court for the District of Arizona to
employ Wittie, Letsche & Waldo, LLP, as special counsel.

As special counsel, WLW will represent the Debtors in resolving
protests they received regarding contracts awarded by the
Department of the Air Force for the Air Force C-130 Armor Plate
Program.  The protests challenge Armorworks' small business
status, which requires the U.S. Small Business Administration to
make a determination as of the date of Armorworks' self-
certification as small for the purposes of procurement.

WLW anticipates that the following professionals may provide legal
services in the course of the engagement at the following hourly
rates:

   Patricia H. Wittie, Esq. -- pwittie@wlw-lawfirm.com   $495
   Daniel Strouse, Esq. -- dstrouse@wlw-lawfirm.com      $240

WLW assures the Court that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASTRO TEL: Verizon Says Defunct Rival Can't Prove Antitrust Claims
------------------------------------------------------------------
Law360 reported that Verizon Communications Inc. urged a Florida
federal judge to kill a lawsuit from Astro Tel Inc., arguing the
defunct telephone service provider can't come close to proving
that Verizon breached racketeering and antitrust laws by abusing
its control of the state's telephone infrastructure.

According to the report, Astro Tel, which purchased wholesale
landline telephone service from Verizon's incumbent network, has
claimed the company tried to snuff out competitors by limiting
their ability to use necessary facilities and by making
disparaging statements to customers.

Verizon has previously claimed in its motion to dismiss the case
that Astro Tel's Sherman Act allegations must fail because the
U.S. Supreme Court has barred antitrust claims alleging
insufficient access to elements of an incumbent local telephone
company's network.

The case is Astro Tel, Inc. v. Verizon Florida LLC et al., Case
No. 8:11-cv-02224 (M.D. Fla.), before Judge Virginia M. Hernandez
Cov.

Astro Tel Inc. filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 10-29992) on Dec. 16, 2010, listing under $1 million in
assets and debts.


BALLARD POWER: Incurs $5.8-Mil. Net Loss in Second Quarter
----------------------------------------------------------
Ballard Power Systems Inc. reported a net loss of US$5.8 million
on US$14.6 million of revenues for the three months ended June 30,
2013, compared with a net loss of US$7.0 million on US$6.8 million
of revenues for the same period a year ago.

According to the Company, the 114% increase in revenues was driven
by significantly higher Telecom Backup Power, Engineering Services
and Development Stage revenues which more than offset declines in
Material Handling revenues

The Company reported a net loss of US$14.2 million on
US$26.9 million of revenue for the six months ended June 30, 2013,
compared with a net loss of US$15.6 million on US$16.9 million of
revenue for the corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed
US$122.2 million in total assets, US$64.6 million in total
liabilities, and stockholders' equity of US$57.6 million.

A copy of the Company's Second Quarter 2013 Financial Statements
is available at http://is.gd/zk6bVI

A copy of the Company's Second Quarter 2013 Management's
Discussion and Analysis is available at http://is.gd/7tCaI3

                    About Ballard Power Systems

Ballard Power Systems Inc. (NASDAQ: BLDP)(TSX: BLD), located in
Burnaby, Canada, provides clean energy fuel cell products enabling
optimized power systems for a range of applications.

                           *     *     *

As reported in the TCR on Feb. 25, 2013, KPMG LLP, in Vancouver,
Canada, said the Company's ability to continue as a going concern
and realize its assets and discharge its liabilities and
commitments in the normal course of business is dependent on it
having sufficient liquidity and achieving profitable operations
that are sustainable.  "These conditions indicate the existence of
a material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern."


BANYAN RAIL: Posts $1.6 Million Net Income in First Quarter
-----------------------------------------------------------
Banyan Rail Services Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.64 million for the three months ended March 31,
2013, as compared with a net loss of $170,468 for the same period
during the prior year.

As of March 31, 2013, the Company had $22,167 in total assets,
$564,065 in total liabilities, all current, and a $541,898 total
stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/Ej7h9h

                      About Banyan Railway

Boca Raton, Florida-based Banyan Rail Services Inc. owns 100% of
the common stock of The Wood Energy Group, Inc.  Wood Energy
engages in the business of railroad tie reclamation and disposal,
principally in the south and southwest.

DaszkalBolton LLP, in Boca Raton, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Company has a net capital deficiency and continues to
experience recurring losses and negative cash flows from
operations.  In addition, subsequent to December 31, 2012, the
operating subsidiary of the Company filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court Southern District of Florida, which
consequently was converted to a case under Chapter 7 of the
Bankruptcy Code.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


BEAZER HOMES: Incurs $5.8 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.78 million on $314.43 million of total revenue
for the three months ended June 30, 2013, as compared with a net
loss of $39.88 million on $254.55 million of total revenue for the
same period during the prior year.

For the nine months ended June 30, 2013, the Company incurred a
net loss of $45.81 million on $849.24 million of total revenue, as
compared with a net loss of $79.09 million on $634.74 million of
total revenue for the asme period a year ago.

As of June 30, 2013, the Company had $1.94 billion in total
assets, $1.71 billion in total liabilities and $227.98 million in
total stockholders' equity.

"We were pleased with the continued improvement in both our key
operational metrics and our financial results for the third
quarter," said Allan Merrill, CEO of Beazer Homes.  "With improved
homebuilding gross margins, higher average sales prices and strict
control over operating expenses, we are poised to report positive
net income in our fiscal fourth quarter and expect to report our
first full year of profitability in nearly a decade for fiscal
2014."

A copy of the Form 10-Q is available for free at:

                       http://is.gd/ZMSRCe

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BLUEJAY PROPERTIES: Bid for Loan Participants Committee Withdrawn
-----------------------------------------------------------------
First Option Bank, Peoples State Bank and Lyndon State Bank have
withdrawn their Feb. 6, 2013 motion directing the United States
Trustee to appoint a Loan Participants' Committee in Bluejay
Properties, LLC's Chapter 11 case.  According to papers filed with
the Court, the motion is withdrawn based upon the U.S. Bankruptcy
Court for the District of Kansas's approval of the motion for
intended compromise and settlement filed by the Debtor on July 15,
2013.

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BLUEJAY PROPERTIES: Further Exclusivity Extension Won't Be Granted
------------------------------------------------------------------
On July 29, 2013, the U.S. Bankruptcy Court for the District of
Kansas said in an order that any further extensions of exclusivity
will not be granted to the Debtor, nor will be requested under
exigent or changed circumstance, according to the agreed order.

The Court entered an agreed journal entry and order extending
Bluejay Properties, LLC's exclusive period to file a Plan of
Reorganization until July 19, 2013.

The statutory period for confirmation of the Plan will be accorded
to the Debtor upon its submission of a Plan on or before July 19,
2013.

As reported in the TCR on July 12, 2013, Bankers' Bank of Kansas,
though Arthur S. Chalmers and Scott M. Hill of Hite, Fanning &
Honeyman, L.L.P., objected to Bluejay's second motion for
extension of its exclusivity periods.  According to BBOK, the
Debtor's second request is based on the complexity of pending
litigation.  However, BBOK asserts that a plan could be formulated
to facilitate and expedite the litigation.

Another creditor, The University National Bank stated that the
failure of the Debtor to utilize a listing broker and offer the
property to the marketplace, and instead to only negotiate with
one prospective purchaser, has delayed and postponed an orderly
sale of the property.  Denying the exclusive right to the Debtor
will allow creditors and parties in interest to offer other
mechanisms for the timely sale of the property.

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


CASEY ANTHONY: Agrees to Pay $25,000 to Avoid Selling Life Story
----------------------------------------------------------------
Mike Schneider, writing for The Associated Press, reported that
Casey Anthony has agreed to pay $25,000 to her bankruptcy estate
to avoid having to sell her life story.

According to the report, a judge in her bankruptcy case in Tampa
approved the agreement between Anthony and her bankruptcy trustee
in court papers.

The report related that the trustee had considered the possibility
of selling Anthony's life story to help pay off her debts to
creditors. Anthony had opposed the idea, and her lawyers had
argued that it would give the purchaser of the rights control over
Anthony for the rest of her life.

Anthony was acquitted two years ago of murder, manslaughter and
child abuse charges in the death of her 2-year-old daughter,
Caylee, in Orlando, the report further related.  She has kept a
low profile since.

Papers filed in bankruptcy court said the compromise was reached
to avoid protracted litigation over whether the trustee could
legally force Anthony to sell her memoirs, the report said.

                        About Casey Anthony

Casey Marie Anthony, 26, was acquitted of murder in July 2011 in
the death of her daughter, Caylee.  She was released from jail
several days later and disappeared from the spotlight.

Anthony filed for Chapter 7 bankruptcy (Bankr. M.D. Fla. Case No.
13-00922) in Tampa, Florida, on Jan. 25, 2013, claiming $1,000
in assets and $792,000 in liabilities, most of those attorney's
fees and costs.

In February, Bankruptcy Judge K. Rodney May ruled against a motion
by Zenaida Gonzalez, who's suing Ms. Anthony for defamation, to
relocate the case to Orlando.


CASPIAN SERVICES: Extends CEO's Employment for Three Years
----------------------------------------------------------
The Board of Directors of Caspian Services, Inc., approved
Addendum #1 to the employment agreement of Alexey Kotov dated
July 29, 2013, for the purpose of extending the term of Mr.
Kotov's employment for an additional term of three years
commencing on Aug. 1, 2013.

Mr. Kotov is the Company's chief executive officer and president
and serves on the Company's Board.  The term of Mr. Kotov's
existing employment agreement with the Company, which became
effective as of Aug. 2, 2010, was for an initial term of three
years.  All other terms and conditions of Mr. Kotov's existing
employment agreement are unchanged, remain in full force and
effect and will continue through the term of Addendum #1.

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

The Company's balance sheet at March 31, 2013, showed $84.90
million in total assets, $87.98 million in total liabilities and a
$3.08 million total deficit.

                    Going Concern Uncertainty

Under the terms of the EBRD Loan Agreement, as amended, Balykshi
LLP, the Company's majority owned subsidiary, is required to repay
the loan principal and accrued interest in eight equal semi-annual
installments commencing Nov. 20, 2011, and then occurring each
May 20 and November 20 thereafter until fully repaid.  The first
three semi-annual repayment installments, due Nov. 20, 2011,
May 20, 2012, and Nov. 20, 2012, were not made.

Additionally, an event of default may trigger the acceleration
clause in the Put Option Agreement with EBRD which would allow
EBRD to put its $10,000,000 investment in Balykshi back to the
Company.  If EBRD were to accelerate its put right, the Company
could be obligated to repay the initial investment plus a 20%
annual rate of return.  The balance of accelerated put option
liability was $18,326,000 and $17,822,000 as of Dec. 31, 2012, and
Sept. 30, 2012.

EBRD also previously notified the Company that it believes the
Company and Balykshi are in violation of certain other covenants
of the EBRD financing agreements.  As of Feb. 19, 2013, to the
Company's knowledge, EBRD has not sought to accelerate repayment
of the loan or the put option.

Should EBRD determine to exercise its acceleration rights or
should the Loan Restructuring Agreement with an otherwise
unrelated individual (the "Investor") not close, the Company
currently has insufficient funds to repay its obligations to
Investor or EBRD individually or collectively and would be forced
to seek other sources of funds to satisfy these obligations.
Given the Company's current and near-term anticipated operating
results, the difficult credit and equity markets and the Company's
current financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations,
Investor and or EBRD could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and Caspian Real Estate, Ltd, foreclosure by
EBRD on such assets and bank accounts.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and the Investor and its ability to generate sufficient revenue
from operations, or to identify a financing source that will
provide the Company the ability to satisfy its repayment and
guarantee obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Dec. 31, 2012.


CELL THERAPEUTICS: Incurs $18 Million Net Loss in Second Quarter
----------------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to CTI common shareholders of $18.01
million on $306,000 of total revenues for the three months ended
June 30, 2013, as compared with a net loss attributable to CTI
common shareholders of $58.59 million on $0 of total revenues for
the same period a year ago.

For the six months ended June 30, 2013, the Company reported a net
loss attributable to CTI common shareholders of $37.39 million on
$1.43 million of total revenues, as compared with a net loss
attributable to CTI common shareholders of $76.04 million on $0 of
total revenues for the same period during the prior year.

Cell Therapeutics incurred a net loss attributable to common
shareholders of $115.27 million in 2012, a net loss attributable
to common shareholders of $121.07 million in 2011, and a net loss
attributable to common shareholders of $147.56 million in 2010.

As of June 30, 2013, the Company had $49.23 million in total
assets, $36.12 million in total liabilities $13.46 million in
common stock purchase warrants and a $357,000 total shareholders'
deficit.

"The second quarter was highlighted by the substantial progress we
made in our reimbursement discussions for PIXUVRI(R) (pixantrone)
in Europe, specifically in the UK and Italy," said James Bianco,
M.D., president and CEO of CTI.  "In particular, we look forward
to our planned launch of PIXUVRI in Italy, where AIFA granted
market access to bring this new approved therapy to patients with
aggressive B-cell non-Hodgkin lymphoma (NHL) who have failed 2 or
3 prior regimens.  In addition, PERSIST-1, our randomized Phase 3
clinical trial designed to evaluate the safety and efficacy of
pacritinib compared to best available therapy, excluding JAK
inhibitors, continues to enroll patients with myelofibrosis.  A
second planned Phase 3 trial is on track to initiate later this
year."

                            Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company maintained.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/W8QyoH

Cell Therapeutics provided certain information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Italian Legislative
Decree no. 58/98, that the Company issue at the end of each month
a press release providing a monthly update of certain information
relating to the Company's financial situation.

The total estimated and unaudited net financial standing of CTI
Parent Company as of June 30, 2013, was $13.1 million.  The total
estimated and unaudited net financial standing of CTI Consolidated
Group as of June 30, 2013, was $14.2 million.  During the month of
June 2013, the Company's common stock, no par value, outstanding
decreased by 2,147,178 shares.  Consequently, the number of issued
and outstanding shares of common stock as of June 30, 2013, was
114,781,036.  A copy of the press release is available at:

                        http://is.gd/9pntKi

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.


CHRISTIAN RELIEF: S&P Affirms B Rating & Alters Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Wichita, Kan.'s (Christian Relief Services)
series IX-A 1995 senior lien multifamily housing revenue bonds and
IX-B 1995 multifamily revenue bonds, issued for the Brentwood
Manor Project.  At the same time, Standard & Poor's affirmed its
'B (sf)' and 'B- (sf)' long-term ratings on the IX-A 1995 and IX-B
1995 bonds, respectively.

The ratings reflect Standard & Poor's view of these weaknesses:

   -- The project's receipt of advances from an affiliate to
      fulfill its fiscal 2011 financial obligations; and

   -- The low 90% occupancy during fiscal 2012.

The ratings also reflect Standard & Poor's view of these
strengths:

   -- The improving debt service coverage (DSC) of 1.24x and 1.22x
      maximum annual debt service (MADS) on the IX-A 1995 and IX-B
      1995 bonds, respectively, based on 2012 audited financials;

   -- The debt service reserve fund funded at 12 months' MADS; and

   -- The moderate 60% loan-to-value ratio.

"The stable outlook reflects our view of the project's improving
DSC and occupancy," said Standard & Poor's credit analyst Raymond
S. Kim.  "If the project demonstrates sustained improvement in net
operating income and DSC independent of advances from its parent
company, we could raise the ratings.  Conversely, should rental
revenue and occupancy decline, we may lower the ratings."

The project, located in Wichita, Kan., is owned and managed by an
affiliate of Christian Relief Services.  The garden-style complex
consists of 196 units, with 20% of the units restricted to tenants
earning below 50% of the area's median income.


CLEAR CHANNEL: Posts $7.2 Million Net Income in Second Quarter
--------------------------------------------------------------
Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income attributable to the Company of $7.20 million
on $1.61 billion of revenue for the three months ended June 30,
2013, as compared with a net loss attributable to the Company of
$39.02 million on $1.60 billion of revenue for the same period
during the prior year.

For the six months ended June 30, 2013, the Company had a net loss
attributable to the Company of $195.80 million on $2.96 billion of
revenue, as compared with a net loss attributable to the Company
of $182.65 million on $2.96 billion of revenue for the same period
a year ago.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

"During the quarter, we made important progress across our
businesses - delivering overall topline growth in a challenging
market while strengthening our digital and national advertising
capabilities for the future," said Bob Pittman, chairman and chief
executive officer.  "We are continuing to create innovative,
multi-platform solutions for leading national marketers and
brands.  Emphasizing our focus on connecting consumers to their
favorite stations, artists, and content wherever they are,
iHeartRadio registered users were up 162% from last year's second
quarter and reached the milestone of 30 million registered users
in less than two years.  Industry research shows that broadcast
industry radio listening is also growing - up 9% over the last
decade - and remains the #1 source of music discovery and the #1
listening choice in the car by a wide margin.  At a time when
consumers are spending more time out of their homes than ever -
and expect to be connected wherever they are - both our
Media+Entertainment and our Outdoor businesses continue to benefit
from our leadership  in that out-of-home sweet spot we're seeing
globally.  Outdoor generated strong results this quarter by
leveraging its growing base of digital displays, both domestically
and internationally.  We also continued to improve our balance
sheet with two opportunistic and transformative debt transactions,
and we enhanced our liquidity through both operational
improvements and the sale of non-core assets."

A copy of the Form 10-Q is available for free at:

                       http://is.gd/RaCqTX

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMMONWEALTH BANKSHARES: SEC Revokes Registration of Securities
---------------------------------------------------------------
The U.S. Securities and Exchange Commission has revoked the
registration of Commonwealth Bankshares, Inc.'s securities for
failure to file any periodic reports since the period ended
June 30, 2011.

                   About Commonwealth Bankshares

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.

The Company's balance sheet at June 30, 2011, showed
$985.87 million in total assets, $990.17 million in total
liabilities, and a $4.30 million total deficit.

As reported by the TCR on May 31, 2011, Witt Mares, PLC, in
Norfolk, Virginia, expressed substantial doubt about Commonwealth
Bankshares' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's continued operating losses and deterioration of the
loan portfolio, undercapitalized status, liquidity restrictions,
and other restrictions as a result of regulatory agreements.

                         Bankruptcy Warning

Effective July 1, 2011, Bank of the Commonwealth entered into a
Prompt Corrective Action Directive with the Board of Governors of
the Federal Reserve System.  The Directive requires that within 30
days of the effective date of the Directive or such additional
time as the Board of Governors may permit, the Bank, in
conjunction with the Company must, among other things, increase
the Bank's equity through the sale of shares or contributions to
surplus in an amount sufficient to make the Bank adequately
capitalized.

The Bank was not able to meet the 30-day timeline prescribed by
the Directive for reaching the required capital levels.  The Board
of Governors, as outlined in the Directive, may permit additional
time as they see fit.  The Company and the Bank's management and
Board of Directors have implemented a capital plan with various
alternatives to reach and maintain the required capital levels.
This plan was originally accepted by the Federal Reserve in 2010
in response to the Written Agreement.  An updated capital
restoration plan was submitted to the Federal Reserve in June
2011, due to the Company's immediate capital needs.  This plan was
not accepted by the Federal Reserve since the Company had not
received any firm commitments for new capital.  If the Company
does not raise sufficient amounts of new equity capital, or
alternatively, execute another strategic initiative, the Company
may become subject to a voluntary or involuntary bankruptcy filing
and the Company believes it is possible that the Bank could be
placed into FDIC receivership by bank regulators or acquired by a
third party in a transaction in which the Company receives no
value for its interest in the Bank.


CORPORATE EXECUTIVE: S&P Affirms 'BB-' CCR After Debt Amendments
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on The Corporate Executive Board Co.  The
rating outlook is stable.

At the same time, S&P affirmed its existing issue-level rating of
'BB-' (at the same level as the corporate credit rating) and
recovery rating of '3' on CEB's extended and amended credit
facilities.  The recovery rating on this debt is '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for lenders
in the event of a payment default.

Pro forma for the amendment and extension, the credit facilities
consist of a $525 million (up from $270 million) term loan A due
2018 and a $200 million (up from $100 million) revolving credit
facility due 2018.  CEB plans to use $250 million of the proceeds
to repay the remaining $250 million under its term loan B.

"The 'BB-' rating reflects our expectation that CEB's operating
performance will be solid, that it will generate good
discretionary cash flow, and that it will gradually reduce debt
leverage through a combination of EBITDA growth and debt
repayment," said Standard & Poor's credit analyst Andy Liu.

"We view CEB's business risk profile as "fair" (according to our
criteria) based on the stable and diverse subscription revenues it
derives from its research and benchmarking studies on operational
improvement topics, high client subscription renewals, and good
EBITDA margin.  We view CEB's financial risk profile as
"aggressive" based on its high debt leverage, a focus on returning
cash to shareholders, and the potential, in our view, for ongoing
acquisition activity.  We expect CEB to continue increasing its
dividend distributions to shareholders and to maintain an active
share repurchase program," S&P noted.  S&P assess the company's
management and governance as "fair."

The stable rating outlook reflects S&P's expectation that CEB will
maintain debt leverage of about 4x, generate good discretionary
cash flow, and maintain an adequate margin of compliance with
covenants.  S&P views the likelihood of an upgrade as somewhat
higher than a downgrade over the intermediate to long term.  S&P
could raise its rating if CEB maintains operating momentum and
profitability, and reduces debt leverage to less than 4x on a
sustained basis.  Also, an upgrade scenario would entail
broadening the base of business through appropriately priced,
synergistic acquisitions that don't meaningfully raise leverage.

While not currently likely, S&P could lower the rating if debt
leverage rises above 5x, which could occur if revenue growth slows
and the EBITDA margin falls to about 20%.  Large, debt-financed
acquisitions or debt-financed dividends could also cause a
downgrade.


CROWN MEDIA: Posts $16.5 Million Net Income in Second Quarter
-------------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $16.51 million
on $89.47 million of net total revenue for the three months ended
June 30, 2013, as compared with net income attributable to common
stockholders of $13.47 million on $86.74 million of net total
revenue for the same period during the prior year.

For the six months ended June 30, 2013, the Company posted net
income attributable to common stockholders of $31.04 million on
$175.03 million of net total revenue as compared with net income
attributable to common stockholders of $25.74 million on
$170.51 million of net total revenue for the same period a year
ago.

As of June 30, 2013, the Company had $1 billion in total assets,
$642.53 million in total liabilities and $362.40 million in total
stockholders' equity.

"Crown Media closed out a strong Second Quarter with an 11%
increase to our EBITDA and solid revenue growth for Hallmark
Channel and Hallmark Movie Channel in our Upfront negotiations,"
said Bill Abbott president and CEO, Crown Media Family Networks.
"In addition viewers are connecting with our brand and both
networks like never before: Hallmark Movie Channel continues to
see record breaking ratings and we recently launched "Debbie
Macomber's Cedar Cove", Hallmark Channel's first original scripted
series in primetime, to stellar ratings, demonstrating there is a
real appetite for wholesome episodic programming on the network.
The success we have seen over the first two quarters sets us up
nicely to build momentum in Third Quarter, through the rest of
2013, and well into the future."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/jdMwlx

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                        Bankruptcy Warning

"Our debt agreements contain restrictions that limit our
flexibility in operating our business.

Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us, including restrictions
on our ability to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of the
     Company's capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


DELL INC: Fitch Ratings Guidance Unaffected by Merger Agreement
---------------------------------------------------------------
The increased price of $13.75 per share plus the guarantee of
21 cents in special and common dividends for Dell Inc. from
Michael Dell and Silver Lake would be accommodated at the current
ratings guidance range of 'B+' to 'BB-', according to Fitch
Ratings. The increased purchase price and proposed dividends would
have minimal impact on leverage.

Fitch still believes the higher likelihood is for a 'B+' rating;
however, the increase in price does not eliminate the possibility
for a 'BB-' rating once the deal is consummated. Among other
factors, final ratings will depend on Fitch's comfort with Dell's
long-term enterprise strategy given its existing portfolio of
products and services since resources for M&A could be limited, as
well as risks related to cash burn from the company's struggling
PC business and negative working capital balances.

The new offer is still subject to approval by shareholders on
Sept. 12, 2013. There is currently no indication that Carl Icahn
and affiliates will vote for this revised proposal. However, Fitch
believes the new shareholder record date of Aug. 13, 2013 and
modification of the voting standard to reflect the majority of
disinterested shares actually voting greatly increases the
probability of obtaining shareholder approval for the leveraged
buyout.

Fitch originally placed Dell's 'BB+' rating on Negative Watch on
Feb. 5, 2013. It was the committee's intention to maintain all
ratings on Watch Negative should the transaction take more than
six months to complete so long as no material changes to the
credit occur in the interim. Given the adjournment of today's
shareholder's vote, the Negative Watch will remain beyond six
months.


DETROIT, MI: Property Owners Can File Tax Appeals, Not Collect
--------------------------------------------------------------
Andrew Dunn, writing for Bloomberg News, reported that Detroit
property owners can file tax appeals against the city during its
bankruptcy, a federal judge ruled, while barring them from
collecting refunds.

According to the report, Michigan Property Tax Relief LLC asked
the judge overseeing Detroit's $18 billion bankruptcy to let its
clients pursue their claims.  The company said they have been
blocked by the Michigan Tax Tribunal from challenging tax bills
because of the bankruptcy.

Lawsuits and other legal actions against Detroit were
automatically halted when the city filed the biggest U.S.
municipal bankruptcy on July 18, the report noted.  U.S.
Bankruptcy Judge Steven Rhodes today permitted property owners to
"take all steps necessary to file property tax appeals."

The company and its clients, however, "shall not take any action
to prosecute the appeals or collect any refund of any pre-petition
property tax overpayment absent further order of this court,"
Rhodes said in an order, the report related.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Mich. AG Sees No Conflict in Defending Retirees
------------------------------------------------------------
Nick Carey, writing for Reuters, reported that Michigan Attorney
General Bill Schuette says he sees no conflict in representing the
state's governor, who approved Detroit's bankruptcy filing, while
at the same time representing Detroit's retirees, who assert that
the filing is illegal.

In both cases, Schuette said, he is defending Michigan's
constitution, according to the report.  He also pointed out that
his office is often called upon to appear on conflicting sides of
the same case.

"You can't pick and choose which parts of the constitution to
enforce," Schuette, a Republican, told Reuters in a telephone
interview.  "Constitutions aren't meant to be convenient --
they're meant to be followed, and I do that consistently."

Earlier this month, Schuette defended Republican Governor Rick
Snyder in three state court cases challenging the governor's power
to approve a bankruptcy filing for Michigan's largest city by
Detroit Emergency Manager Kevyn Orr, the report said.

Detroit retirees, workers and the pension funds that filed the
cases argue that the law empowering Snyder to approve the
bankruptcy filing is unconstitutional because the bankruptcy
threatens pension benefits, which are specifically protected by
Michigan's constitution, the report further related.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: PFRS Balks at Role of Retiree Committee
----------------------------------------------------
The Police and Fire Retirement System (PFRS) of the City of
Detroit and the General Retirement System of the City of Detroit
(GRS, and together with PFRS, the Retirement Systems) filed with
the U.S. Bankruptcy Court a limited objection to the City of
Detroit's motion for entry of an order directing the appointment
of an official committee of retired employees.

The limited objection states, "The Retirement Systems have
concerns about the apparent proposed role of the Retiree Committee
in the case and the process proposed to select the participants
for the Retiree Committee, as described in the Retiree Committee
Motion... In addition, the Retirement Systems object to the City's
proposed involvement in the formation of the Retiree Committee, as
proposed in the Retiree Committee Motion, including specifically
the City's proposed involvement in identifying potential
participants for the Retiree Committee.  This function should be
carried out by the Office of the U. S. Trustee, without any
participation from the City, to ensure that the Retiree Committee
is independent of the City.  The Retirement Systems also object to
the Retiree Committee Motion on the basis that, if a Retiree
Committee is to be formed, there should be explicit and
appropriate provisions (similar perhaps to those commonly found in
a Chapter 11 case) for the City's payment of reasonable
compensation to professionals hired by the Retiree Committee.  No
such provisions are proposed by the City."

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Slashes Pay for Some Police, Firefighter Unions
------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that about 1,200
Detroit police lieutenants and sergeants and about 400 Detroit
firefighters will see a 10 percent pay cut in their paychecks on
Sept. 16, a spokesman for Emergency Manager Kevyn Orr said.

According to the report, the city informed the Detroit Police
Lieutenants and Sergeants Association and the Detroit Firefighters
Association of the pay cut along with a reduction in benefits.

The Detroit Police Lieutenants and Sergeants Association's
contract was slated to be terminated on July 6, but the city
extended the contract for 30 days, the report related.

Orr's spokesman, Bill Nowling, said the contract was extended to
give new Detroit Police Chief James Craig, who started July 1, "an
opportunity to get his feet on the ground," the report said.

The firefighter union's contract expired June 30, but the 400
affected firefighters -- lieutenants, sergeants and captains --
have parity with the Lieutenants and Sergeants Association, so
their contract was also subject to the delay, the report further
related.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Congressional Democrats Seek to Boost Federal Aid
--------------------------------------------------------------
Marisa Schultz, writing for The Detroit News, reported that
Michigan's congressional Democrats are preparing a strategy to get
more federal aid for Detroit as it faces the largest municipal
bankruptcy in U.S. history and anti-bailout sentiment in Congress.

According to the report, the Obama administration has said it
won't rescue Michigan's largest city from its more than
$18.5 billion in debt, while some Republicans in the U.S. Senate
are pushing for legislation to ban Detroit bailout funding.
Against this political backdrop, Michigan Democrats are planning
to meet in an effort to generate more federal money for the city
and find long-term solutions to help struggling cities.

"We're going to be talking about it more this week," U.S. Rep.
Sander Levin of Royal Oak said of the gathering of Michigan
Democrats, the report related.  "I think we need to sit down and
carefully work this out and see if there is an appropriate federal
role."

The initiative faces unclear prospects with Michigan's nine GOP
members in the Republican-controlled House, the report said.  The
state Republican representatives seem to be taking the lead from
Gov. Rick Snyder and Detroit Emergency Manager Kevyn Orr, who have
said they aren't asking for a federal bailout.

Some GOP Michigan members of Congress argue the bankruptcy process
is necessary for Detroit after decades of decline and the best
thing Congress can do is to turn around the national economy, the
report added.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Lawyers in Bankruptcy May Face Scrutiny on Fees
------------------------------------------------------------
Tom Hals, writing for Reuters, reported that Detroit's bankruptcy
filing last month brought a double-barreled bonus for lawyers --
lots of much-needed work, and, due to a quirk of municipal
bankruptcy law, no apparent need to disclose the fees they charge.

But before lawyers from big-name firms could start totting up
their billable hours, Judge Steven Rhodes made clear he wasn't
happy with the lack of transparency, according to the report.  He
said he wants to appoint an examiner to make sure fees charged to
the city are fully disclosed and reasonable.

While fee examiners have been appointed in many of the biggest
corporate bankruptcies, Rhodes appears to be the first judge to
propose one in a Chapter 9 municipal bankruptcy, according to a
search of the Westlaw legal database, the report related.

Legal experts said making the appointment may stretch Rhodes'
authority and that the city's lawyers would have grounds to
contest an examiner, the report added.  A spokesman for the U.S.
Bankruptcy Court in Detroit said Rhodes would not comment.

In reality, it is unlikely lawyers will object to added oversight
given that they are being paid from taxpayer funds, the report
said.  In the overheated political atmosphere surrounding the
case, having an independent examiner approve fees could give a
degree of cover to lawyers who often bill as much as $1,000 an
hour.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Hiring Christie's for Valuation of Art Collection
--------------------------------------------------------------
The Wall Street Journal's Matthew Dolan and Kelly Crow report that
the city of Detroit has hired Christie's to put a price-tag on the
Detroit Institute of Arts' world-class art collection, stoking
fears that the museum may be one step closer to auctioning off its
world-class collection to raise money for the city's financial
restructuring in bankruptcy court.

According to WSJ, city officials confirmed Monday that Detroit
will pay a branch of the London-based auction house $200,000 to
spend the next three months valuing the city-owned portion of the
collection at the museum. The DIA is one of the top encyclopedic
museums in the country and its holdings include Egyptian statues,
Caravaggio's 1598 masterpiece, "Martha and Mary Magdalene," and
Auguste Rodin's bronze "The Thinker."

According to WSJ, museum officials, who hired an attorney to
represent its legal interests after Detroit filed for bankruptcy
July 18 with more than $18 billion in liabilities, said the city
couldn't force the museum into a fire-sale situation because its
collection is held in "public trust," a position backed with a
legal opinion from Michigan's attorney general.

The report also relates that Bill Nowling, spokesman for Kevyn
Orr, Detroit's emergency manager, said the appraisal process began
informally when officials from Christie's visited the DIA in June.
He said the city signed a contract directly with Christie's --
rather than reaching out to its rivals such as Sotheby's --
because the city deemed Christie's appraisers to be experienced
enough to complete the task. He added that Christie's also has a
good working relationship with Miller Buckfire, the investment
banking firm hired by Detroit on its bankruptcy case filed in
July.

WSJ says Sotheby's officials declined to comment.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DIALOGIC INC: Had $10.4 Million Net Loss in First Quarter
---------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $10.36 million on $33.79 million of total revenue for the three
months ended March 31, 2013, as compared with a net loss of $14.15
million on $42.05 million of total revenue for the same period
during the prior year.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.

As of March 31, 2013, the Company had $110.98 million in total
assets, $136.27 million in total liabilities and a $25.29 million
total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/I46H0Y

                          Amends Form 10-K

The Company has amended its annual report on Form 10-K/A to amend
in its entirety Item 9A, "Controls and Procedures", of the
Company's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2012, as filed with the U.S. Securities and Exchange
Commission on March 22, 2013.  Subsequent to the filing of the
10-K on March 22, 2013, certain matters came to the Company's
attention that indicated that material weaknesses existed at
Dec. 31, 2012.  In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, new certifications by
the Company's principal executive officer and principal accounting
officer are filed as exhibits to the Amendment.  A copy of the
Amended Form 10-K is available for free at http://is.gd/BpEoi6

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DIALOGIC INC: FS Finans Holds 12.6% Ownership
---------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, FS Finans III A/S disclosed that as of Oct. 1, 2010,
it beneficially owned 2,004,338 shares of common stock of Dialogic
Inc. representing 12.6 percent of the shares outstanding based
upon 15,874,315 shares outstanding on April 5, 2013, as reported
in the Company's Definitive Proxy Statement on Schedule 14A filed
with the SEC on April 26, 2013.

In connection with a scheme of arrangement, on April 8, 2013, FS
Finans acquired all of the shares of common stock, $0.001 par
value, of the Company from ApS Kbus 17 nr. 2101 as a set-off for a
payment obligation under a loan agreement.  The shares acquired
from Kbus had been previously pledged to the FS Finans as of
Oct. 1, 2010, pursuant a certain Pledge Agreement between the
Reporting Person and Kbus, dated as of July 7, 2005, as
subsequently amended.

Pursuant to the terms of that certain Pledge Agreement between FS
Finans and GW Invest ApS dated as of July 7, 2005, GW Invest as of
Oct. 1, 2010, pledged all of its shares of common stock of the
Company to FS Finans.  By reason of its position as pledgee under
the Pledge Agreement with GW Invest, FS Finance was granted the
right to receive dividends and the power vote the common stock
pledged by GW Invest.

A copy of the regulatory filing is available for free at:

                       http://is.gd/yU3GPM

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  As of
March 31, 2013, the Company had $110.98 million in total assets,
$136.27 million in total liabilities and a $25.29 million total
stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DIALOGIC INC: ApS Kbus No Longer Owns Shares as of July 31
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, ApS Kbus 17 nr. 2101 and Nick Jensen
disclosed that as of July 31, 2013, they do not beneficially own
shares of common stock of Dialogic Inc.  A copy of the amended
regulatory filing is available at http://is.gd/cTX7fq

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  As of
March 31, 2013, the Company had $110.98 million in total assets,
$136.27 million in total liabilities and a $25.29 million total
stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DUMA ENERGY: Pursuing Additional African Oil Concessions
--------------------------------------------------------
Duma Energy Corp. has received an oil concession development
report from its exploration partner, Hydrocarb Energy Corporation.
In the last year, three main exploration plays in Africa have been
identified, and an extensive geological and geophysical review has
been done.  Negotiations for possible production sharing contracts
are ongoing in three major African countries.

This past year, concession acquisition efforts have focused on
basins that are part of the Central and East African rift systems.
Additional evaluations of highly prospective areas in the offshore
of West Africa are underway.  All basins under review have proven
active hydrocarbon systems and appear to have tremendous
potential.  Adjacent to the contract areas being pursued, there
are proven reserves already discovered with billions of barrels.
Many regions have ongoing infrastructure development projects to
facilitate exploration, production and transportation of
hydrocarbons.

Hydrocarb's confidential report was based on the terms of a
Petroleum Concession Consulting Agreement entered into in May of
2012 with Namibia Exploration, Inc.  NEI was subsequently acquired
by Duma.

Under this same agreement, in August 2012, Duma (through its newly
acquired subsidiary, NEI), gained a 39 percent working interest in
Owambo blocks 1714A, 1715, 1814A, and 1815A in northern Namibia,
covering an area over 5 million acres, roughly the size of
Massachusetts.  Recently an extensive aero-gravity and magnetics
data acquisition program has been initiated over this concession.
Internal work by Hydrocarb geoscientists estimate a resource
potential of over one billion barrels of oil in place.

Jeremy G. Driver, CEO of Duma stated, "We continue to search for
major opportunities.  Duma is focused on creating shareholder
value by participating in international opportunities with
significant potential.  At the moment our partner, Hydrocarb
Energy, is intensifying its efforts to finalize negotiations and
sign PSCs that define new oil concessions with world-class
potential.  We are very excited with our partnership with
Hydrocarb and the excellent opportunities they are securing in
Africa."

                          About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


EASTMAN KODAK: Opposes Appointment of Equity Committee
------------------------------------------------------
Eastman Kodak Co. has lashed back at shareholders who are
clamoring for the formation of a committee that would represent
them in the company's Chapter 11 case.

The U.S. Bankruptcy Court in Manhattan, which oversees Kodak's
bankruptcy case, has been flooded lately with letters from
shareholders who fear they will get nothing when the company exits
bankruptcy protection.

In a July 31 filing, Kodak asked Judge Allan Gropper to deny the
appointment of an equity committee, saying it "constitutes
extraordinary relief" given that the hearing to consider approval
of its restructuring plan is just two weeks away.

"There is no basis to appoint an equity committee at this late
stage of the cases and to do so would be unfair to creditors,"
said Kodak lawyer, Andrew Dietderich, Esq., at Sullivan & Cromwell
LLP, in New York.

Mr. Dietderich said there is no likelihood that shareholders will
receive "meaningful distribution in the case under a strict
application of the absolute priority rule."

The absolute priority rule is a rule which insists that a
creditor's claim has an absolute priority over a shareholder's
claim.  The investors are paid only after the claims of the
creditors are settled to the satisfaction of the bankruptcy court.

According to Mr. Dietderich, even Kodak's unsecured creditors, who
are entitled to full payment before shareholders, would only be
paid about four to five cents on the dollar.

The Kodak lawyer also refuted the shareholders' contention that
Kodak is an "asset rich company" worth billions of dollars based
on the value of its patents and real estate.

Mr. Dietderich said the company already has granted licenses to
virtually all of its patents to tech firms involved in the sale of
its digital imaging assets, adding that the remaining patents
cannot be licensed or sold since they are tied to the reorganized
company's core businesses.  The lawyer also clarified that Kodak
doesn't have excess real estate to sell or develop that would
create additional material value.

The proposed appointment of an equity committee also drew
objection from Kodak's official committee of unsecured creditors.

The committee said Kodak is "hopelessly insolvent" which explains
why unsecured creditors won't receive full payment for their
claims, and why there is no likelihood of a "meaningful
distribution" to shareholders.

Judge Gropper was slated to hold a hearing on August 5 to consider
the appointment of an equity committee.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Seeks Additional Time to Remove Civil Actions
------------------------------------------------------------
Eastman Kodak Co. seeks additional time to remove civil actions
that have not been automatically halted by the company's
bankruptcy filing.

Kodak proposes to extend the deadline to Dec. 9, 2013, or 30 days
after entry of a court order terminating the automatic stay that
was applied to the civil actions.

As of Jan. 19, 2012, the company is involved in about 100 civil
actions pending in U.S. federal and state courts.

A court hearing is scheduled for Aug. 8.  Objections are due
Aug. 7.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Seeks Court Approval to Expand E&Y Services
----------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
authorize Ernst & Young LLP to provide additional services to the
company.

The new services, if approved, would help Kodak analyze the value
of its assets under a hypothetical forced liquidation scenario.
The services include interviewing Kodak's senior management,
conducting market research and preparing a valuation report.

Kodak proposed to pay the firm for the additional services based
on agreed hourly rates, and reimburse work-related expenses.  The
hourly rates range from $645 to $795 for partners, principals and
directors; $570 to $675 for the executive director; $485 to $550
for senior managers; $425 to $475 for managers; $325 to $390 for
seniors; and $200 to $280 for staff.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EDISON MISSION: Incurs $91 Million Net Loss in Second Quarter
-------------------------------------------------------------
Edison Mission Energy and its subsidiaries filed with the U.S.
Securities and Exchange Commission their quarterly report for the
three- and six-month periods ended June 30, 2013.

The Debtors reported a net loss attributable to EME common
shareholder of $91 million on $315 million of operating revenues,
as compared with a net loss attributable to EME common shareholder
of $109 million on $324 million of operating revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Debtors incurred a net
loss attributable to EME common shareholder of $180 million on
$622 million of operating revenues, as compared with a net loss
attributable to common shareholder of $193 million on $667 million
of operating revenues for the same period a year ago.

As of June 30, 2013, the Debtors had $7.52 billion in total
assets, $6.84 billion in total liabilities and $679 million in
total equity.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/EVr61t

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ELBIT IMAGING: Settles with Israeli Tax Authority for $2.2MM
------------------------------------------------------------
Elbit Imaging Ltd. and its subsidiaries have entered into a
settlement agreement with the Israeli Tax Authority with regards
to corporate income tax assessments received for the years 2004-
2009.  The Settlement generally provides that the Company and its
subsidiaries:

    (i) will pay taxes in the aggregate amount of NIS 8 million
        (approximately $2.2 million);

   (ii) the Company's capital and business losses carry forward
        for tax purposes  as of Dec. 31,2009, will amount to
        approximately NIS 306 million (approximately $85.7
        million); and

  (iii) the Company will capitalize expenses of NIS 450 million
       (approximately $126 million).

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.


ELEPHANT TALK: To Convert $1 Million Loan to 1.8 Million Shares
---------------------------------------------------------------
Elephant Talk Communications Corp. previously entered into a loan
agreement with a member of its board of directors pursuant to
which the Company borrowed a principal amount of EUR1,000,000 at
an interest rate of 12 percent per annum and issued a warrant to
the director to purchase 1,253,194 restricted shares of the
Company's common stock, $0.00001 par value, exercisable at $1.03
per share for a term of five years, with a mandatory cash exercise
after 12 months in the event the average closing bid price is
$1.55 or higher for 10 consecutive trading days.

The Company terminated the Loan Agreement and canceled the Warrant
on July 14, 2013.  In exchange for termination of the Loan
Agreement, the Company entered into a Stock Purchase Agreement,
dated July 15, 2013, with the director pursuant to which the
Company agreed to convert the Principal Amount of the loan into
1,840,631 restricted shares of the Company's common stock.  The
closing of the Conversion will occur upon satisfaction or waiver
of the customary closing conditions set forth in the Purchase
Agreement.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at March
31, 2013, showed $34.47 million in total assets, $18.29 million in
total liabilities, and $16.18 million in total stockholders'
equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EMPIRE RESORTS: Option to Lease EPT Property Extended to Aug. 14
----------------------------------------------------------------
The option agreement by and between Monticello Raceway Management,
Inc., a wholly-owned subsidiary of Empire Resorts, Inc., and EPT
Concord II, LLC, originally entered into on Dec. 21, 2011, was
further amended by a letter agreement between the parties, dated
July 30, 2013.  Pursuant to the Option Agreement, EPT granted MRMI
a sole and exclusive option to lease certain EPT property located
in Sullivan County, New York, pursuant to the terms of a lease
negotiated between the parties.

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend
the option exercise period and the final option exercise outside
date from July 30, 2013, to Aug. 14, 2013.  Except for these
amendments, the Option Agreement remains unchanged and in full
force and effect.

A copy of the Letter Agreement is available for free at:

                        http://is.gd/27rBG6

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $52.58 million in total assets,
$28.14 million in total liabilities and $24.44 million in total
stockholders' equity.


ENDEAVOR ENERGY: S&P Assigns 'B+' CCR & Rates $300MM Notes 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Midland, Texas-based Endeavor Energy
Resources L.P.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue rating and a '4'
recovery rating to the $300 million senior unsecured notes due
2021, indicating its expectation of average (30% to 50%) recovery
in the event of a payment default.  S&P notes that if Endeavor
were to issue an additional $100 million or more of senior
unsecured notes the issue rating would fall to 'B', reflecting the
fact that the recovery on the unsecured debt would decline to
modest (10% to 30%), consistent with a recovery rating of '5'.
S&P also assigned a 'BB' issue rating and a '1' recovery rating to
the company's $1.4 billion secured credit facility, indicating a
very high (90% to 100%) recovery.

"We believe Endeavor will be able to prudently manage its capital
spending and increase reserves and production over the next two
years while maintaining moderate debt leverage and substantial
interest coverage," said Standard & Poor's credit analyst Ben
Tsocanos.

An upgrade is constrained by Endeavor's limited scale and scope.
S&P could raise ratings if Endeavor were able to meaningfully
increase reserves to a level that is consistent with its higher
rated peers, while adding geographic diversity.  S&P could lower
ratings if liquidity became constrained or financial leverage
exceeded 4.5x debt to EBITDA, which could occur in a period of
persistently low commodity prices coupled with no reduction in
capital spending, or if investment failed to yield production and
reserve growth.


EPICEPT CORP: Defaults Under MidCap Loan Agreement Waived
---------------------------------------------------------
EpiCept Corporation on Aug. 1 reported operating and financial
results for the three and six months ended June 30, 2013, and
provided an update on the Company's upcoming merger with Immune
Pharmaceuticals, Ltd.

Robert Cook, Interim President and CEO of EpiCept, commented, "Our
excitement about the merger between EpiCept and Immune is growing
as we get closer to the stockholder vote on August 6 and to the
closing of the merger transaction shortly after obtaining
stockholder approval.  We believe the combination of our companies
will benefit both sets of shareholders and will in particular
provide EpiCept's stockholders with a great opportunity to
participate in the antibody therapeutics sector, one of the most
dynamic in the biotech industry.  We look forward to our
transition into a new company, Immune Pharmaceuticals, Inc,
focused on these cutting-edge products."

Mr. Cook added, "We are very pleased with the results of the vote
to date with more than 93% of the votes cast so far in favor of
the proposals.  We fully anticipate that our Special Meeting of
Stockholders on August 6 will result in our meeting the final
conditions to the closing of this important transaction."

                          Merger Update

In November 2012, following the approval of the companies'
respective boards of directors, EpiCept signed a merger agreement
with Immune Pharmaceuticals Ltd., a private company based in
Herzliya-Pituach, Israel and New York, NY.  The terms of the
merger agreement provide that, upon the closing of the
transaction, EpiCept will issue shares of its common stock to
Immune shareholders in exchange for all outstanding shares of
Immune and issue options and warrants to purchase shares of its
common stock in exchange for certain options and warrants to
purchase shares of Immune.  EpiCept stockholders will own
approximately 19% of the combined company and Immune shareholders
will own approximately 81%, calculated on an adjusted fully
diluted basis.  The merger ratio initially excludes the exercise
or conversion of certain EpiCept options and warrants whose
exercise/conversion prices equal or exceed $0.60 per EpiCept
share.

EpiCept mailed a definitive proxy in June 2013 to its stockholders
seeking approval for a reverse stock split of 1:40.  The reverse
split should cause an increase in the price per share of EpiCept's
common stock, and will support EpiCept's near term goal of
relisting its shares on a U.S. national securities exchange.
EpiCept is also seeking approval for a change in the name of the
company to Immune Pharmaceuticals, Inc. (IPI).  The companies
currently anticipate that following receipt of stockholder
approval the merger transaction will close during August 2013.

                       Financial Condition

EpiCept had approximately $0.2 million in cash and cash
equivalents as of June 30, 2013.  In addition, EpiCept's lender
has restricted $0.6 million of the Company's cash, with which
EpiCept is required to make monthly interest payments on its
senior secured term loan.  The Company received $0.5 million of
net cash from Immune during the first six months of 2013 through
the issuance of approximately 3.8 million shares of EpiCept common
stock and an additional $0.6 million by entering into a loan
pursuant to the merger agreement with Immune.

Immune has raised $4.1 million since the beginning of 2013 in
order to fund the associated merger costs and the on-going
operations of both Immune and EpiCept through the merger closing.
IPI intends to obtain funding to support approximately 18 months
of operations.

EpiCept's obligations under its outstanding loan with MidCap
Financial LLC are expected to be assumed by IPI upon or shortly
after the merger closing.  EpiCept and Immune have agreed to
indicative terms and conditions offered by MidCap Financial
related to the loan's restructure.  In July 2013, EpiCept and
MidCap executed a Second Amendment to the Loan and Security
Agreement in which the parties agreed that interest payments will
continue to be made monthly and one half of the cash escrow will
be returned to EpiCept upon the favorable stockholder vote to
approve the final conditions to the closing of the merger.  Any
past defaults under the loan agreement have been waived and
principal payments on the existing loan will begin September 1,
2013 if the agreement restructuring the loan has not been
completed.

                         Product Pipeline

Following the completion of the merger, IPI's product portfolio
will consist of the following products:

-- Bertilimumab - a first in class monoclonal antibody (mAb) that
targets eotaxin-1, a small protein that attracts and activates
several sub-classes of immune cells, which are white blood cells
that play a role in the development of several inflammatory
diseases, including Crohn's Disease, ulcerative colitis, severe
asthma and bullous pemphigoid, a dermatological auto-immune orphan
condition with high unmet medical need.  Eotaxin-1 has been shown
to correlate with the severity of those diseases, which allows for
selection of patients based on eotaxin-1 levels, a major step
toward treatment personalization.  Immune is currently initiating
a multi-national Phase II trial of bertilimumab for the treatment
of ulcerative colitis, and plans to initiate in late 2013 a Phase
II trial for the treatment of bullous pemphigoid.  Data from these
trials is expected to report during 2014.

-- NanomAbs - an antibody drug conjugate (ADC) platform designed
to deliver cancer drugs specifically to tumor cells thereby
improving efficacy and reducing off-target undesirable effects.
Immune intends to continue development of its own candidates as
well as to enter into partnerships where it will incorporate the
partner's chemotherapeutic drug into the NanomAbs and/or power the
partner's antibody with a drug-loaded nano-particle.

-- AmiKet(TM) - a prescription topical analgesic cream designed to
provide long-term relief from the pain of peripheral neuropathies,
which affects more than 15 million people in the U.S.  IPI will
continue EpiCept's efforts to out license the product candidate
for Phase III development and commercial marketing for the
treatment of chemotherapy-induced peripheral neuropathic pain
(CIPN) and possibly other peripheral neuropathies.  AmiKet has
obtained Fast Track status for the treatment of CIPN and is
eligible for an FDA Special Protocol Assessment.  AmiKet has also
been granted orphan drug status for the treatment of post-herpetic
neuralgia.

-- Crolibulin - a vascular disruption agent that has demonstrated
potent anti-tumor activity in both preclinical and early clinical
studies.  In December 2010 the National Cancer Institute initiated
a Phase Ib/II trial for crolibulin to assess safety and efficacy
in combination with cisplatin in patients with anaplastic thyroid
cancer.  The Phase I safety portion of the trial completed in
early 2013, and the results were presented at the May 2013 ASCO
meeting in Chicago.  Immune believes that crolibulin may be a
candidate for use with its NanomAb technology.

IPI will have dual headquarters in Herzliya-Pituach, Israel and in
the New York City area, with research laboratories in Rehovot,
Israel.  Daniel Teper, PharmD, Chief Executive Officer of Immune
Pharmaceuticals Ltd., will be IPI's Chairman and CEO.  Dr. David
Sidransky, Director of Head and Neck Research Division, Professor
of Oncology at the Johns Hopkins School of Medicine, and a former
Vice Chairman of the Board of Directors of ImClone Systems, will
be the Vice Chairman of the Board.  The board of directors of the
combined company will consist of Dr. Daniel Teper, Dr. David
Sidransky, the remainder of the current board of directors of
Immune, which consists of Herve de Kergrohen, Isaac Kobrin, Pierre
Albouy and Ana Stancic, and Robert W. Cook, EpiCept's current
Interim President, Chief Executive Officer and Chief Financial
Officer, who will also serve as the Chief Financial Officer of
IPI.  IPI plans to assume EpiCept's common stock listings on the
OTCQX and on the NASDAQ OMX Stockholm Exchange.

                Financial and Operating Highlights

EpiCept's net loss attributable to common stockholders for the
second quarter of 2013 was $1.7 million, or $0.01 per share,
compared with net income attributable to common stockholders of
$2.2 million, or $0.03 per share, for the second quarter of 2012.
The net income attributable to common stockholders for the second
quarter of 2012 included $0.8 million of deemed dividends on
convertible preferred stock.  EpiCept's net loss attributable to
common stockholders for the six months ended June 30, 2013 was
$2.8 million, or $0.03 per share, compared with a net loss
attributable to common stockholders of $2.5 million, or $0.03 per
share, for the six months ended June 30, 2012.  The net loss
attributable to common stockholders for the six months ended June
30, 2012 included $1.9 million of deemed dividends on convertible
preferred stock.

                Second Quarter and Six Months 2013
                                vs.
                Second Quarter and Six Months 2012

Revenue

The Company recognized revenue of $0.1 million and $6.6 million
during the second quarters of 2013 and 2012, respectively.  The
Company recognized revenue of $0.5 million and $6.8 million during
the six months ended June 30, 2013 and 2012, respectively.  For
the second quarter of 2013, revenue consisted primarily of the
recognition of license fee payments previously received from the
Company's partners.  For the second quarter of 2012, revenue
consisted primarily of license fee payments and product revenue
from the sale of the Company's rights to Ceplene(R) to Meda AB.

Cost of Goods Sold

Cost of goods sold in the second quarter of 2013 and 2012 was zero
and $0.4 million, respectively, consisting solely of the cost for
Ceplene(R) inventory sold during the quarter.

Selling, General and Administrative (SG&A) Expense

SG&A expense in the second quarter of 2013 decreased by 36%, or
$0.5 million, to $0.9 million from $1.4 million in the second
quarter of 2012.  The decrease was primarily attributable to lower
salary and salary related expenses as the result of a reduction in
staff and lower consulting expenses. SG&A expense in the six
months ended June 30, 2013 decreased by 39%, or $1.1 million, to
$1.7 million from $2.8 million in the six months ended June 30,
2012.  The decrease was primarily attributable to lower salary and
salary related expenses as the result of a reduction in staff and
lower consulting expenses.  The Company expects general and
administrative expenses to remain at approximately current levels
through the close of the merger with Immune.

Research and Development (R&D) Expense

R&D expense in the second quarter of 2013 decreased by 30%, or
$0.3 million, to $0.7 million from $1.0 million in the second
quarter of 2012.  This decrease was primarily related to lower
clinical trial expenses in connection with the sale of EpiCept's
rights to Ceplene(R) in Europe and certain Pacific Rim countries
in June 2012.  R&D expense in the six months ended June 30, 2013
decreased by 57%, or $1.3 million, to $1.0 million from $2.3
million in the six months ended June 30, 2012.  This decrease was
primarily related to lower clinical trial expenses in connection
with the sale of EpiCept's rights to Ceplene(R) in Europe and
certain Pacific Rim countries in June 2012 and lower salary and
salary related expenses as the result of a reduction in staff. The
Company expects R&D expense to remain at approximately current
levels through the close of the merger with Immune.

Other Income (Expense)

Other income (expense) in the second quarter of 2013 amounted to
net expense of $0.2 million compared with net expense of $0.9
million in the second quarter of 2012.  Other income (expense) in
the six months ended June 30, 2013 amounted to net expense of $0.4
million compared with net expense of $1.9 million in the six
months ended June 30, 2012.  The primary component of other
expense in 2013 was interest expense related primarily to the
Company's senior secured term loan.  The primary components of
other expense in 2012 were warrant amendment expense of $0.9
million, interest expense of $0.7 million related primarily to the
Company's senior secured term loan and a foreign exchange loss of
$0.3 million.

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.25 million in total assets, $15.86 million in total
liabilities and a $14.61 million total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


EPICEPT CORP: Incurs $1.7 Million Net Loss in Second Quarter
------------------------------------------------------------
EpiCept Corporation reported a net loss of $1.68 million on
$99,000 of total revenue for the three months ended June 30, 2013,
as compared with net income of $2.95 million on $6.60 million of
total revenue for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $2.78 million on $475,000 of total revenue, as compared
with a net loss of $569,000 on $6.84 million of total revenue for
the same period a year ago.

Robert Cook, interim president and CEO of EpiCept, commented, "Our
excitement about the merger between EpiCept and Immune is growing
as we get closer to the stockholder vote on August 6 and to the
closing of the merger transaction shortly after obtaining
stockholder approval.  We believe the combination of our companies
will benefit both sets of shareholders and will in particular
provide EpiCept's stockholders with a great opportunity to
participate in the antibody therapeutics sector, one of the most
dynamic in the biotech industry.  We look forward to our
transition into a new company, Immune Pharmaceuticals, Inc,
focused on these cutting-edge products."

Mr. Cook added, "We are very pleased with the results of the vote
to date with more than 93% of the votes cast so far in favor of
the proposals.  We fully anticipate that our Special Meeting of
Stockholders on August 6 will result in our meeting the final
conditions to the closing of this important transaction.'

A copy of the press release is available for free at:

                        http://is.gd/DN2vND

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.25 million in total assets, $15.86 million in total
liabilities and a $14.61 million total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


EXCEL MARITIME: Creditors Say Rival Plan In The Works
-----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that creditors of
Excel Maritime Carriers Ltd. said they are expecting bondholders
to file a proposal that would rival the dry bulk shipper's pre-
packaged reorganization plan, which the creditors contend is
unconfirmable.

The report said Excel's proposed plan, the company will receive up
to a $50 million capital infusion and the release of another $30
million in restricted cash. Senior lenders will get a restructured
$771 million credit facility and all stock in the reorganized
company, according to court documents.  But creditors say the plan
is unfair, the report related.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


FIRST PHILADELPHIA: Wants Plan Filing Exclusivity Until Nov. 21
---------------------------------------------------------------
First Philadelphia Holdings, LLC, asks the U.S. Bankruptcy Court
for the District of New Jersey to extend its exclusive periods to
file and obtain acceptances of a Plan by an additional period of
90 days to Nov. 21, 2013, and Jan. 20, 2014, respectively.

The Debtor's exclusive right to file a plan will expire on
Aug. 23, 2013, and the Debtor's exclusive right to solicit
acceptances of a Plan will expire on Oct. 22, 2013, pursuant to
the Court's April 19, 2013 order granting the Debtor's first
extension motion.

On March 25, 2013, the Debtor filed its Disclosure Statement and
Plan with the Court.  On April 9, 2013, the Debtor's first secured
creditor, Susquehanna Bank, filed an objection to the Disclosure
Statement.  On May 31, 2013, Susquehanna transferred, inter alia,
its claim against the Debtor and its estate to an unrelated entity
known as 6501 NSR, LLC.  The notice of transfer of claim was filed
on June 5, 2013.

According to the Debtor, it has been working with 6501 NSR, LLC,
in order to resolve the motion of Susquehanna to dismiss the
Debtor's case or, in the alternative, for stay relief, and to file
an amended disclosure statement and Plan.  Accordingly, the
hearing to consider the same have been adjourned to Aug. 20, 2013.

                       The Liquidating Plan

As reported in the TCR on April 19, 2013, the bankruptcy judge has
approved the disclosure statement explaining First Philadelphia's
Chapter 11 Plan of Liquidation.

The Plan will be funded by the sale of the Debtor's real estate
assets located at 6501 New State Road, a/k/a Tacony Street, in
Philadelphia, Pennsylvania.  The Debtor's 100% owner and managing
member, George M. Diemer, has committed to fund a distribution to
unsecured creditors in the amount of $20,000, thereby securing a
dividend to unsecured creditors.  As of March 25, 2013, the Debtor
estimates the percentage distribution to general unsecured
creditors to be 8.42%.

If the Property is not sold on or before Dec. 26, 2013, except to
the extent that Pennsylvania Infrastructure Investment Authority
has been paid by some other means, and subject to the claims of
the City of Philadelphia and Susquehanna Bank, the Debtor will
surrender the Property and any other collateral securing the Penn
Vest Claim in full settlement, satisfaction, release and discharge
of all of its claims and liens.

Mr. Diemer's interest in the Debtor is subordinated to the general
unsecured claims and he will not receive any distribution under
the Plan.

Susquehanna Bank, a secured creditor of the Debtor, objected to
the Liquidating Plan complaining that it is patently
unconfirmable.  The Bank pointed out that although the Debtor's
bankruptcy Schedules shows the property having a value as of the
Petition Date of $15,000,000, that figure does not represent the
current fair market value.  Integra Realty Resources opined that
the Debtor's property has a value, as of Feb. 2, 2013, of
$3,370,000.  The Bank also noted that the Debtor does not have any
liquid assets.

The Bank complained that notwithstanding the lack of funds
available to the Debtor upon confirmation, the Debtor puts forth a
Plan which blindly proposes to pay immediately upon the Effective
Date in cash priority tax claims, and allowed administrative
claims, including all professionals? compensation reimbursement.

A full-text copy of the Disclosure Statement dated March 25, 2013,
is available for free at:

     http://bankrupt.com/misc/FIRSTPHILADELPHIAds0325.pdf

                     About First Philadelphia

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FLOYD COUNTY, KY: Moody's Cuts General Obligation Ratings to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from A2 the rating
on Floyd County, KY's GO bonds, affecting $3.2 million in
outstanding debt related to its Series 2010 General Obligation
Bonds. The county has an additional $11.9 million in outstanding
debt that is not rated by Moody's, but is included in its
analysis.

Moody's has subsequently withdrawn the Ba1 rating due to a lack of
sufficient information.

Rating Rationale:

The downgrade to Ba1 reflects the county's reliance on volatile
and declining intergovernmental revenues derived from coal
severance taxes to subsidize its increasingly unbalanced
operations. The rating also reflects substantial tax base
concentration in coal mining and a weak socioeconomic profile,
with poverty and unemployment levels much higher than state and
national medians. The downgrade also captures significant risk
related to county debt issued for the Thunder Ridge Racetrack.

Moody's has subsequently withdrawn the Ba1 rating because it has
insufficient or otherwise inadequate information to support the
maintenance of the rating. The County's fiscal 2012 (ended
6/30/2012) audit is not expected to be available for at least
several months, and there is not a historical track record of
unaudited information corresponding to final audit reports.

Strengths:

- Low debt burden

Challenges:

- Narrow total governmental liquidity

- Significant reliance on volatile mining-related revenues

- Local economy concentrated in declining coal mining industry

- Rising unemployment, coupled with high poverty and declining
   population

- Debt structure includes weakly secured BANs that will require
   future market access

- Delayed financial reporting

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


FREDERICK'S OF HOLLYWOOD: Inks 3rd Amendment to Salus Credit Pact
-----------------------------------------------------------------
Frederick's of Hollywood Group Inc., FOH Holdings, Inc.,
Frederick's of Hollywood, Inc., Frederick's of Hollywood Stores,
Inc., and Hollywood Mail Order, LLC, entered into a Third
Amendment to the Credit and Security Agreement, dated as of
May 31, 2012, with Salus Capital Partners, LLC.

The Third Amendment provides that there will be no minimum excess
availability requirement until Oct. 31, 2013.  In addition,
through Oct. 31, 2013, the initial $1,500,000 of the outstanding
balance of the advances under the line of credit will bear
interest at 20 percent per annum, and thereafter at no less than 7
percent per annum.

Concurrently with the execution of the Third Amendment, the
Borrowers paid to Salus a one-time $50,000 cash fee in
consideration for Salus' agreement to enter into the Third
Amendment.

A copy of the Third Amendment is available for free at:

                        http://is.gd/yNSDji

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million on $111.40
million of net sales for the year ended July 28, 2012, compared
with a net loss of $12.05 million on $119.61 million of net sales
for the year ended July 30, 2011.  The Company's balance sheet at
July 28, 2012, showed $41.47 million in total assets, $42.25
million in total liabilities and a $783,000 total shareholders'
deficiency.


FREESEAS INC: Issues 775,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued to Hanover Holdings I, LLC, 775,000
additional settlement shares pursuant to the terms of the
settlement agreement approved by the Supreme Court of the State of
New York, County of New York, on June 25, 2013.

The Order approved, among other things, the settlement between
FreeSeas and Hanover in the matter entitled Hanover Holdings I,
LLC v. FreeSeas Inc., Case No. 651950/2013.  Hanover commenced the
Action against the Company on May 31, 2013, to recover an
aggregate of $5,331,011 of past-due accounts payable of the
Company, plus fees and costs.  The Order provides for the full and
final settlement of the Claim and the Action.

On June 26, 2013, the Company issued and delivered to Hanover
890,000 shares of the Company's common stock, $0.001 par value,
and between July 2, 2013, and July 29, 2013, the Company issued
and delivered to Hanover an aggregate of 6,983,000 additional
settlement Shares.

A copy of the Form 6-K is available for free at:

                        http://is.gd/WC7iOw

FreeSeas registered with the U.S. Securities and Exchange
Commission 500,000 shares of common stock issuable to Marc J.
Ross.  Sichenzia Ross Friedman Ference LLP is acting as counsel to
FreeSeas connection with United States securities laws.  Attorneys
employed by this law firm are presently entitled to receive
500,000 shares of common stock, all of which are issuable pursuant
to the Consulting Agreement entered into between the Company and
Mr. Ross, a partner of Sichenzia Ross Friedman Ference LLP.  A
copy of the Form S-8 prospectus is available for free at:

                         http://is.gd/SUef1j

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GATEHOUSE MEDIA: Incurs $14.1 Million Net Loss in Second Quarter
----------------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14.12 million on $119.59 million of total revenues for the
three months ended June 30, 2013, as compared with a net loss of
$2.69 million on $125.97 million of total revenues for the three
months ended July 1, 2012.

For the six months ended June 30, 2013, the Company incurred a net
loss of $31.63 million on $230.17 million of total revenues, as
compared with a net loss of $15.93 million on $243.18 million of
total revenues for the six months ended July 1, 2012.

For the 12 months ended Dec. 30, 2012, the Company incurred a net
loss of $30.33 million, as compared with a net loss of $22.22
million for the 12 months ended Jan. 1, 2012.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/Stbeme

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                         Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GELT PROPERTIES: Hearing on Bucks County Bank Stay Relief Reset
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has rescheduled the hearing on the motion of Bucks County Bank for
relief from the automatic stay, for adequate protection and to
prohibit use of cash collateral in Gelt Properties, LLC, and Gelt
Financial Corporation's Chapter 11 cases, to 1:00 p.m. on Aug. 14,
2013.

The Bankruptcy Court also rescheduled the hearing on the objection
filed by Bucks County Bank to the Debtors' motion to use cash
collateral to 1:00 p.m. on Aug. 14, 2013.

As reported in the TCR on March 27, 2012, Bucks County Bank asked
the Bankruptcy Court to terminate the automatic stay under Section
362 of the Bankruptcy Code.

Robert A. Badman, Esq. at Curtin & Heefner LLP, in Morrisville,
Pennsylvania, attorney for the Bank, asserted that the Disclosure
Statement and the Plan of Reorganization understate the claim of
the Bank by listing only the principal amount due and owing the
Bank and failing to include the accrued interest and late charges.

"The Plan is not confirmable in that Debtor proposes interest
payments to the Bank and other secured creditors, without the
consent of Bank and those other creditors, in amounts
significantly below the amounts required under the Bankruptcy
Code, and Debtor's income is insufficient to fund a plan with
payments based on acceptable rates of interest," Mr. Badman told
the Court.

As reported in the TCR on April 18, 2012, Bucks County Bank
objected to the Debtors' continued use of cash collateral.

According to the Bank, among other things:

   -- the Debtors proposed reduced monthly adequate protection
payments are substantially less than the amount agreed by the Bank
and the amount necessary to protect the interests of the Bank in
the collateral securing the Bank Claims;

   -- the Debtors have also not complied with their obligation to
provide monthly reporting to the Bank concerning receipts and
disbursements relating to said Bank's loans or collateral;

   -- the Debtors continue to receive payments on account of the
collateral securing the Bank Claims in amounts exceeding the
amounts proposed to be paid to the Bank.

   -- each payment received by the Debtors and not remitted to the
Bank results in a diminution of the value of the collateral
securing the Bank Claims.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., and Daniel S. Siedman, Esq., at Ciardi Ciardi &
Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at
O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold,
Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.;
David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia,
Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia,
Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as
counsel for Debtor Gelt Properties, LLC.

Attorneys Bielli, Ciardi, III, Cranston, Huber, Nochumson, Shield,
II, and Siedman, represent Debtor Gelt Financial Corporation as
counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELTECH SOLUTIONS: Grants 250,000 Options to Executives
-------------------------------------------------------
The Compensation Committee of GelTech Solutions, Inc., granted
Michael Cordani, the Company's chief executive officer, Peter
Cordani, the Company's chief technology officer and Michael Hull,
the Company's chief financial officer, 250,000 10-year stock
options exercisable at $1.30 per share.  Of the options: (i)
125,000 options vest upon the market price of the Company's common
stock trading at or greater than an average price of $2.00 per
share for any 10 days out of a 30-trading-day period, and (ii)
125,000 options vest upon the market price of the Company's common
stock trading at or greater than an average price of $3.00 per
share for 10 days out of a 30 day period.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GH BROADCASTING: Sec. 341 Creditors' Meeting Set for Aug. 30
------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the involuntary Chapter 11 case of GH
Broadcasting, LLC on Aug. 30, 2013, at 10:30 a.m.  The meeting
will be held at Corpus Christi, 606 Carancahua.

On July 2, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20308) was filed against GH Broadcasting,
LLC by Robert Behar, Estrella Behar, Pan Atlantic Bank & Trust,
Ltd., Latin Capital Ventures, LLC, Joseph Kavana, Leibowitz Family
Broadcasting, LLC Guaranty, Morris Bailey, Jays Four, LLC,
Jesselson Grandchildren, Sawicki Family Ltd. Partnership, Saby
Behar Rev Trust, Benjamin J. Jesselson, Sumit Enterprises, LLC,
Pedro Dupouy, Shpilberg Mgmt Associates, LLC, Leon Perez, Jose
Rodriguez pursuant to section 303 of the Bankruptcy Code.


GLYECO INC: Stockholders Elect Five Directors
---------------------------------------------
GlyEco, Inc., held its 2013 annual meeting of stockholders on
July 29, 2013, at which the stockholders:

   (1) elected John Lorenz, Michael Jaap, Joseph Ioia, Rick Opler,
       and Keri Smith as directors of the Company to serve for a
       one-year term or until their successors have been elected
       and qualified;

   (2) ratified the appointment of Semple, Marchal & Cooper, LLP,
       as the Company's independent registered public accounting
       firm for the fiscal year ending Dec. 31, 2013;

   (3) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (4) indicated, on an advisory basis, a preferred frequency of
       three years for holding an advisory vote on the
       compensation of the Company's named executive officers.

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended Dec.
31, 2011.  The Company's balance sheet at March 31, 2013, showed
$9.16 million in total assets, $2.63 million in total liabilities
and $6.53 million in total stockholders' equity.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GRAYMARK HEALTHCARE: Foundation Owns 70.2% Equity Stake
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Foundation Healthcare Affiliates, LLC, disclosed that
as of July 22, 2013, it beneficially owned 114,500,000 shares of
common stock of Graymark Healthcare, Inc., representing 70.2
percent of the shares outstanding based upon 163,203,276 shares of
the Company's common stock outstanding as of July 22, 2013.

Foundation Healthcare acquired the securities in connection with
the consummation on July 22, 2013, of the acquisition by the
Graymark through its wholly owned subsidiary, TSH Acquisition,
LLC, from Foundation Healthcare of all of the membership interests
of the Companies pursuant to the terms and conditions of the
Amended and Restated Membership Interest Purchase Agreement, dated
as of March 29, 2013.

Prior to the completion of the acquisition, Foundation Healthcare
held all of the equity interests of the Companies.  Pursuant to
the terms of the Amended Purchase Agreement and effective upon the
completion of the acquisition, Foundation Healthcare acquired
beneficial ownership of the shares, and Graymark assumed certain
liabilities and obligations of Foundation Healthcare.

A copy of the regulatory filing is available for free at:

                        http://is.gd/IFXvCn

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at March 31, 2013, showed
$5.70 million in total assets, $25.51 million in total liabilities
and a $19.81 million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GRYPHON GOLD: Chapter 11 Petition Filed
---------------------------------------
Gryphon Gold filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 13-51496).

BankruptcyData reported that the Company, which engages in the
acquisition, exploration and development of gold properties
primarily in Nevada, is represented by Stephen R. Harris of Harris
Law Practice.

The Company announced that it initiated this filing "in an effort
to address certain operational and liquidity challenges," the
report related.  Gryphon Gold also announced that, on July 22,
2013, it was served with a civil complaint to appoint a receiver.
The complaint was filed in the Second Judicial District Court for
the State of Nevada by certain shareholders.

Gryphon Gold Corporation, headquartered in Carson City, Nevada,
holds a 40% joint venture interest in the gold producing Borealis
Property through its 40% ownership of Borealis Mining Company LLC,
which is located in Nevada's Walker Lane Gold Belt.


HANDY HARDWARE: Littlejohn & Co. Completes Acquisition
------------------------------------------------------
Littlejohn & Co., LLC, on Aug. 5 disclosed that it has completed
the acquisition and recapitalization of Handy Hardware, a leading
wholesale hardware distributor to independent hardware retailers.
Handy Hardware emerged from Chapter 11 after the U.S. Bankruptcy
court in Wilmington, DE approved the transaction on July 25.

Based in Houston and founded nearly 60 years ago, Handy Hardware
provides a broad offering of nearly 50,000 items.  These name
brand products are distributed to over 1,000 customers in such
categories as plumbing, electrical, general hardware, paint, hand
and power tools, lawn and garden care, automotive, and office
supplies.  The company distributes its products to retail hardware
stores in nine states located primarily in the southern U.S.

                   About Littlejohn & Co., LLC

Littlejohn & Co. -- http://www.littlejohnllc.com-- is a
Greenwich, Connecticut-based private equity and distressed
securities firm investing in middle-market companies that are
undergoing a fundamental change in capital structure, strategy,
operations or growth that can benefit from its operational and
strategic approach.  The firm is currently investing from
Littlejohn Fund IV, L.P., which has over $1.3 billion in capital
commitments.

                      About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  William P.
Bowden at Ashby & Geddes, P.A., serve as the Debtor's counsel.
MCA Financial serves as financial advisor.  Donlin Recano serves
as claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HERCULES OFFSHORE: Had $27.4-Mil. Net Loss in Second Quarter
------------------------------------------------------------
Hercules Offshore, Inc., reported a net loss of $27.37 million on
$211.45 million of revenue for the three months ended June 30,
2013, as compared with a net loss of $55.07 million on $154.49
million of revenue for the same period during the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $7.78 million on $397.65 million of revenue, as compared
with a net loss of $93.41 million on $283.05 million of revenue
for the same period a year ago.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.

As of June 30, 2013, the Company had $2.15 billion in total
assets, $1.23 billion in total liabilities and $917.27 million in
total equity.

John T. Rynd, chief executive officer and president of Hercules
Offshore stated, "Over the past few months, we have taken
significant steps to transform the Company to a more focused
provider of offshore drilling and international liftboat services,
culminating in our acquisition of Discovery Offshore.  This
acquisition represents a major step forward in our fleet renewal
efforts, and adds two world-class jackup rigs with market leading
capabilities.  Demand for rigs of this caliber is increasing, and
we are actively seeking attractive contract opportunities in
various international regions.  At the same time we high-graded
our drilling fleet with Discovery, we also divested of lower
performing assets through the sale of our Domestic Liftboats and
Inland segments.  Given these strategic moves, we expect to be a
more geographically diverse company, operating in regions that
have attractive long term growth fundamentals."

A copy of the press release is available for free at:

                        http://is.gd/EEHbV0

A copy of the Form 10-Q is available for free at:

                       http://is.gd/GHoe9R

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERON LAKE: Granite Falls Acquires Majority Interest
----------------------------------------------------
Granite Falls Energy has acquired a majority interest in Heron
Lake BioEnergy.  Pursuant to this new strategic partnership,
Granite Falls Energy will provide management services to Heron
Lake BioEnergy and appoint a majority of the members of its board
of governors.  The Heron Lake BioEnergy plant, located near Heron
Lake, Minnesota, has an annual production capacity of 58 million
gallons and sells livestock feed and corn oil as co-products of
fuel ethanol production.

"Granite Falls Energy is pleased with the opportunity to invest in
an excellent company like Heron Lake BioEnergy and to lend our
management team to the mutual effort," said Paul Enstad, chairman
of the Granite Falls Energy board.  "This combination with another
great rural Minnesota ethanol producer fits well within our vision
for Granite Falls Energy."

"Heron Lake BioEnergy welcomes our friends from Granite Falls,"
said David Woestehoff, a founding governor of Heron Lake
BioEnergy.  "This is a great opportunity for both companies.  We
look forward to moving this company forward and believe this
arrangement will provide the best return to our shareholders."

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  As of April 30, 2013, the Company
had $59.78 million in total assets, $44.05 million in total
liabilities and $15.72 million in total members' equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants..., AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection."


HERTZ CORP: DBRS Assigns 'BB' Issuer Rating
-------------------------------------------
DBRS, Inc. has commented on the 2Q13 financial results of Hertz
Corporation.  DBRS rates the Company's Issuer Rating at BB.  The
trend on the ratings is Negative, where they were placed on August
28, 2012.  The Negative trend reflects the substantial integration
risks and other near-term risks associated with the Company's
acquisition of Dollar Thrifty Automotive Group, Inc. (DTAG or
Dollar Thrifty), which closed on November 19, 2012.

Hertz reported record second quarter GAAP pre-tax income of $211.9
million.  On an adjusted basis, excluding such items as
restructuring charges, non-cash debt charges and acquisition
related costs, Hertz reported record pre-tax income of $314.5
million, a 34% improvement YoY.  Results for the quarter reflect
record revenue generation driven by the addition of Dollar Thrifty
along with sound volume growth and overall improved pricing in
both worldwide rental car and worldwide equipment rental.
Moreover, earnings expansion was supported by solid cost control.

For the quarter, Hertz reported second quarter revenues of $2.7
billion, a 22% increase YoY.  Revenue growth was underpinned by
record revenues in worldwide rental car and revenue expansion at
Hertz Equipment Rental Corporation (HERC) that is outpacing
industry growth forecasts.  Worldwide rental car revenue increased
23% YoY to $2.3 billion underpinned by the addition of Dollar
Thrifty, strong volume growth and an improving pricing
environment.  Meanwhile, revenue generation in the equipment
rental business continues to expand reflecting a strong
performance in the North America business, which accounts for 93%
of the segments revenues.  For the quarter, HERC revenues improved
14.7% YoY to $384.3 million.  In DBRS's view the improving
performance of HERC reflects the realization of the benefits of
recent bolt-on acquisitions that have broadened the segment's
operations into new markets and positioned the business to
capitalize on solid opportunities for growth.

Operating expenses were higher in the quarter compared to a year
ago primarily reflecting the impact of the DTAG acquisition.
However, operating efficiency improved with direct operating
expenses and SG&A expenses totaled 61.9% of revenues, an 80 basis
point (bps) improvement YoY.  The improvement in operating
efficiency reflects continued cost reduction initiatives, improved
employee productivity and integration synergies that are currently
ahead of plan.

U.S. fleet costs were modestly higher YoY reflecting softening in
wholesale auction values in April and May.  As a result, U.S.
vehicle depreciation, excluding Donlen, was 2% higher at $218 per
month per unit.  DBRS notes that residual values have stabilized
since May 2013 and that the Company continues to shift more of its
fleet sales to higher-return retail channels.  Moreover, Hertz
expects the average per unit cost of its 2014 fleet buy to be
below that of the 2013 fleet buy, which will benefit fleet costs
in the latter parts of 2013 and into 2014.  As a result, DBRS
expects fleet costs to remain well-controlled.

By operating segment, Worldwide Car Rental's adjusted pre-tax
income was $363.0 million compared to $277.4 million a year ago.
The record results were underpinned by another strong performance
in U.S. Rental Car which reported revenue growth of 34% YoY and
improved operating efficiency partially offset by the
aforementioned higher fleet costs.  Revenue growth was supported
by the inclusion of Dollar Thrifty, a 12% expansion in off-airport
revenue on higher volumes and improved pricing, and pricing gains
in the on-airport segment.  Importantly, after two years of
pressured operating results, Hertz's European operations,
excluding Switzerland, reported solid revenue growth of 4%,
excluding foreign currency movements.  The improvement in revenue
generation reflects higher volumes and a slight increase in
inbound revenue.  Also during the quarter, Hertz continued its
expansion in Europe opening 137 co-branded Thrifty locations, 5
additional Firefly (the Company's deep-value brand, formerly
Advantage Europe) locations and the acquisition of CCL Vehicles
Rentals to penetrate the U.K.'s $1.5 billion insurance replacement
market. DBRS sees these actions by Hertz as positioning the
Company to capitalize on growth opportunities when the European
economy returns to a growth trajectory.  HERC's financial
performance continues to strengthen.  For 2Q13, the segment
generated adjusted pre-tax income of $74.1 million, a notable 74%
increase YoY.  As noted above, revenue growth was sound while
costs remain well-managed.  As a result, adjusted pre-tax margin
improved to 19.3%.

From DBRS's perspective, Hertz's funding and liquidity profile
remain solid and well-managed. The Company continues to
proactively take advantage of the favorable rate environment to
lower financing costs which will benefit margins and earnings in
upcoming quarters.  To this end, during 2Q13, Hertz completed the
repricing of its senior secured tranche B term loan facility with
lower margins and a reduced interest rate floor.  DBRS notes at
the time of the repricing the Company had $1.4 billion of
outstanding borrowings under the facility.  Liquidity profile was
solid with $840 million of available corporate liquidity at
quarter-end.


HEXCEL CORP: Debt Repayment Prompts Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Hexcel
Corporation, including its Ba1 Corporate Family Rating, following
its refinancing of its existing credit facility and repayment of
all rated debt facilities with proceeds from a new, unrated $600
million revolver in June 2013.

The following ratings have been withdrawn:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Speculative Liquidity Rating at SGL-3

$360 million senior secured revolving credit at Ba1 (LGD 3, 38%)

$90 million senior secured term loan at Ba1 (LGD3, 38%)

Ratings Rationale:

Hexcel, headquartered in Stamford, CT, is a leading advanced
composites company. It develops, manufactures and markets
lightweight, high performance structural materials, including
carbon fibers, reinforcements for composites, prepregs, honeycomb,
matrix systems, adhesives and composite structures used in
commercial aerospace, space and defense, and industrial
applications. LTM revenue through June 2013 was approximately $1.6
billion.


HIGH MAINTENANCE: Sec. 341 Creditors' Meeting Set for Aug. 30
-------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of High Maintenance
Broadcasting, LLC on Aug. 30, 2013, at 10:30 a.m.  The meeting
will be held Corpus Christi, 606 Carancahua.

Proofs of claim are due by Nov. 28, 2013.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance
Broadcasting, LLC by Robert Behar, Estrella Behar, Leibowitz
Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust,
Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays
Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph
Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris
Bailey pursuant to section 303 of the Bankruptcy Code.


IEMR RESOURCES: Gets Notice Default From American Cumo
------------------------------------------------------
IEMR Resources Inc. on Aug. 2 disclosed that it received a notice
of default dated July 31, 2013 from American Cumo Mining
Corporation in respect of a US$200,000 cash option payment that
was due for payment to American Cumo under the option agreement
between the Company, American Cumo and Mosquito Mining Corp. (US)
dated January 26, 2010, amended April 6, 2010 and May 31, 2010,
pursuant to which the Company is to earn a 100% interest in the
Pine Tree Property in Nevada.

The Company also disclosed that it made such US$200,000 cash
option payment in full on Aug. 2 to American Cumo from the
proceeds of a loan of the principal sum of $250,000 from
International Energy and Mineral Resources Investment (Hong Kong)
Company Limited to the Company having a term of three years.  The
Loan is unsecured and no interest is payable on the outstanding
Principal.

The Lender is a "Related Party" of the Company pursuant to the TSX
Venture Exchange policies as Mr. Hongxue Fu, President, Chief
Executive Officer and director of the Company, holds a controlling
interest in the Lender.  As such, the Loan constitutes a "Related
Party Transaction" under the TSXV policies. The Company is relying
on the exemption under section 5.5(b) of Multilateral Instrument
61-101 - Protection Of Minority Security Holders In Special
Transaction ("MI 61 101") from obtaining a formal valuation as the
Company is listed on the TSXV and no securities of the Company are
listed or quoted on any of the markets specified in said section.
The Company is also relying on the exemption under section 5.7(f)
of MI 61-101 from the minority approval requirement as the
transaction was a loan that was obtained by the Company from a
related party on reasonable commercial terms that are not less
advantageous to the Company than if the Loan were obtained from a
person dealing at arm's length with the Company, and the Loan is
not: (A) convertible, directly or indirectly, into equity or
voting securities of the Company or a subsidiary entity of the
Company, or otherwise participating in nature; or (B) repayable,
directly or indirectly, in equity or voting securities of the
Company or a subsidiary entity of the Company.

                    About IEMR Resources Inc.

IEMR -- http://www.iemr.ca-- is a junior mining company listed on
the TSXV under the symbol "IRI".  The Company is directly tied to
and has been formed from capital sources in China and Canada.
IEMR is devoted to taking full advantage of its capital by
participating in mineral and energy projects ranging from
exploration, development, production, processing, smeltering and
mineral trade with a long-term view.  The Company's emphasis is on
the Chinese and Canadian markets utilizing the capital stemming
from China and the resources and market of Canada to create a
maximum return for shareholders.  The Company's investment
priorities ranked in order are copper, chromium, nickel,
manganese, uranium, platinum silver, diamonds and molybdenum.
Investment and or acquisitions in exploration projects will be
focused in chromium, manganese, uranium and potash.  The Company
has already formed alliances of cooperation with large smeltering
steel, copper, lead, zinc and aluminum companies.


INFUSYSTEM HOLDINGS: Won't Pursue Potential Sale to Meson
---------------------------------------------------------
The Board of Directors of InfuSystem Holdings, Inc., issued an
open letter to all shareholders noting its Special Committee had
decided that it is in the best interest of all shareholders to
terminate the consideration of a potential sale of the Company,
and the Board unanimously consented to the disbanding of the
Special Committee.

Following thorough discussions with the Special Committee through
the Company's investment banking advisors, Ryan Morris and his
potential financing partners have decided not to accept the offer
made by the Special Committee in its letter dated July 18, 2013.
In that letter, the Special Committee was willing to agree to a
reasonable period of exclusivity for due diligence and dialogue in
order to better understand and address concerns regarding future
risks to the Company as well as to assist Mr. Morris and his
financing sources to potentially increase the value of their
proposal.

Ryan Morris, a member the Board of the Company, previously
delivered a letter to the Special Committee regarding the
indication of interest by Meson Capital and himself to acquire
InfuSystem Holdings for between $1.85 and $2.00 per share in cash.

"While the Special Committee appreciates Mr. Morris trying to
increase shareholder value via a transaction, the Special
Committee continues to believe that the value of the Company is
above the proposed offer range of $1.85 to $ 2.00 per share in
cash," the letter states.

A copy of the letter is available for free at:

                        http://is.gd/nsQZhb

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and
$40.52 million in total stockholders' equity.


INTELLICELL BIOSCIENCES: Issues 8 Million Shares to Hanover
-----------------------------------------------------------
Intellicell Biosciences, Inc., issued and delivered to Hanover
Holdings I, LLC, another 8,066,171 additional settlement shares
pursuant to the terms of the settlement agreement approved by the
Supreme Court of the State of New York, County of New York, on
May 21, 2013.

The Order approved, among other things, the settlement between
Intellicell and Hanover in the matter entitled Hanover Holdings I,
LLC v. Intellicell Biosciences, Inc., Case No. 651709/2013.
Hanover commenced the Action against the Company on May 10, 2013,
to recover an aggregate of $706,765 of past-due accounts payable
of the Company, plus fees and costs.  The Order provides for the
full and final settlement of the Claim and the Action.  The
Settlement Agreement became effective and binding upon the Company
and Hanover upon execution of the Order by the Court on May 21,
2013.

On May 23, 2013, the Company issued and delivered to Hanover
8,500,000 shares of the Company's common stock, $0.001 par value.

A copy of the Form 8-K is available for free at:

                         http://is.gd/jM5VlX

                     About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTELLIPHARMACEUTICS INT'L: Closes Offering of $3.1-Mil. Units
--------------------------------------------------------------
Intellipharmaceutics International Inc. has closed its previously
announced underwritten public offering of 1,500,000 units of
common shares and warrants at a price of US$2.05 per unit for
gross proceeds of approximately US$3.1 million.  The Company sold
units comprised of an aggregate of 1,500,000 common shares and
warrants to purchase an additional 375,000 common shares.  The
warrants are exercisable immediately, have a term of five years
and an exercise price of US$2.55 per common share.  After
underwriting discounts and commissions and estimated offering
expenses, the Company received net proceeds of approximately
US$2,500,000.

Maxim Group LLC acted as sole book-running manager for the
offering.  Brean Capital, LLC, acted as co-manager for the
offering.

The Company intends to use the net proceeds for expenses related
to bioequivalence studies and clinical trials for the advancement
of product development, and for working capital, research and
development and general corporate purposes.

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at May 31, 2013, showed $3.6 million
in total assets, $5.4 million in total liabilities, and a
stockholders' deficiency of $1.8 million.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


INTELLIPHARMACEUTICS INT'L: Sabby Held 5% Equity Stake at July 26
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sabby Healthcare Volatility Master Fund, Ltd., and its
affiliates disclosed that as of July 26, 2013, they beneficially
owned 1,256,000 shares of common stock of Intellipharmaceutics
International Inc. representing 5.92 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/LcwyWk

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at May 31, 2013, showed $3.6 million
in total assets, $5.4 million in total liabilities, and a
stockholders' deficiency of $1.8 million.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


ISAACSON STRUCTURAL: Can Hire Tamposi Law Group as Special Counsel
------------------------------------------------------------------
Isaacson Structural Steel, Inc. et al, sought and obtained
approval from the U.S. Bankruptcy Court to employ Tamposi Law
Group, P.C. as special counsel to review and prosecute the
Debtors' chapter 5 claims in conjunction with William S. Gannon,
PLLC.

The Debtor will pay the firm $400 per hour for services rendered
in the case.  The Chapter 5 counsel's fees shall be limited by the
amount collected in each case.

The firm, will among other things, provide these services:

   a. advise and assist the Debtors with respect to all matters
      and proceedings arising in, under or related to the case;

   b. review and prosecute the case; and

   c. represent the Debtors at any hearing arising in, under or
      related to the case.

              About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

The cases are now being jointly administered.

No trustee or examiner has been appointed in this case.


J.C. PENNEY: Says News Report About CIT's Action is Untrue
----------------------------------------------------------
J. C. Penney Company, Inc., said that a news report which appeared
on July 31, 2013, is untrue and that it has been told so directly
by CIT, the subject of that report.  Contrary to the news report,
CIT continues to factor and support deliveries from JC Penney
suppliers.  In fact, JC Penney continues to have the support of
all of its key vendors, who have maintained their shipments to the
Company.  The Company noted that CIT factored merchandise
currently represents less than 4 percent of its overall inventory
for the year.  The Company further stated it continues to have
ample liquidity to manage its business with expectations to close
the quarter with approximately $1.5B in cash on its balance sheet.

                          About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  As of May 4,
2013, the Company had $10.37 billion in total assets,
$7.50 billion in total liabilities and $2.86 billion in total
stockholders' equity.

                            *     *     *

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JACKSONVILLE BANCORP: To Cancel Former CEO's Unexercised Option
---------------------------------------------------------------
Jacksonville Bancorp, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that as a result of
Stephen C. Green's resignation as president and chief executive
officer on June 24, 2013, his option to purchase common stock of
the Company will be cancelled unless it is exercised on or before
Sept. 22, 2013, 90 days after Mr. Green's resignation.

Under the executive employment agreement dated July 30, 2012, as
amended on Dec. 31, 2012, and as a result of the closing of the
Company's private placement in December 2012, Mr. Green was
entitled to an option award for the purchase of 2 million shares
of the Company's common stock.  Under the employment agreement,
the option award would have vested over a two-year period after
the grant date.  Effective June 24, 2013, Mr. Green was granted an
option to purchase 2 million shares of the Company's common stock
at a purchase price of $0.50 per share, which was fully vested
upon the date of grant.

                      Amends Rights Offering

Jacksonville has amended its Form S-3 registration statement
relating to the distribution, at no charge, to holders of the
Company's common stock, par value $0.01 per share, nontransferable
subscription rights to purchase shares of the Company's common
stock up to an aggregate of 10 million shares.

Each whole subscription right will entitle investors to purchase
shares of common stock, at a subscription price of $0.50 per
share.  The subscription price is the same price, on an as-
converted basis, at which the Company effected its December 2012
private placement of 50,000 shares of the Company's Series A
Preferred Stock.

The Company's common stock is listed on the Nasdaq Stock Market
under the symbol "JAXB."  On July 30, 2013, the last reported sale
price of the Company's common stock on the Nasdaq Stock Market was
$0.52 per share.

A copy of the amended Form S-3 is available for free at:

                        http://is.gd/y9slwb

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

The Company's balance sheet at March 31, 2013, showed
$520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JHK INVESTMENTS: Cash Collateral Use Extended Until Aug. 20
-----------------------------------------------------------
Judge Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut, Bridgeport Division, authorized JHK
Investment, LLC, to continue to use from July 17 through Aug. 20,
2013, cash collateral, which may be subject to the liens of Bay
City Capital Fund V, L.P., and Bay City Capital Fund V Co.
Investment Fund L.P.

As adequate protection for Bay City's interests in the cash
collateral, Bay City is granted replacement and/or substitute
liens in all postpetition assets of JHK and their proceeds,
excluding any bankruptcy avoidance causes of action, and those
replacement liens will have the same validity, extent, and
priority that Bay City possessed as to said liens on the Petition
Date.

The liens of Bay City and any replacement of those liens are
subject to a carve-out of those liens for amounts payable by JHK
for (i) fees of the U.S. Trustee, (ii) accrued and unpaid invoices
for High Mountain Ranch for its employees solely for work
performed on behalf of JHK and its subsidiaries in an amount not
to exceed $2,500 in the aggregate, and (iii) the allowed
reasonable fees of counsel for JHK in an amount not to exceed
$50,000.

A final hearing on the Debtor's request to use cash collateral has
been scheduled for Aug. 20, 2013, at 10:00 a.m.

The Debtor is represented by Craig I. Lifland, Esq., at Zeisler &
Zeisler, P.C., in Bridgeport, Connecticut.

Bay City is represented by Daniel Guyder, Esq. --
Daniel.guyder@allenovery.com -- and John Kibler, Esq. --
john.kibler@allenovery.com -- at Allen & Overy LLP, in New York,
and Kathleen M. LaManna, Esq. -- klamanna@goodwin.com -- at
Shipman & Goodwin LLP, in Hartford, Connecticut.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


KIT DIGITAL: Wins Confirmation of Bankruptcy-Exit Plan
------------------------------------------------------
KIT digital, Inc. on Aug. 5 disclosed that its Plan of
Reorganization will be confirmed by the U.S. Bankruptcy Court for
the Southern District of New York.  KIT digital filed for
voluntary bankruptcy protection three months ago to cleanse itself
of legacy issues, including financial, legal and regulatory
matters.

Upon emergence from Bankruptcy, the Company plans to rebrand as
Piksel, and relaunch at September's International Broadcasting
Convention in Amsterdam, one of the world's largest trade shows
for the broadcast industry.

"Piksel is set to emerge as a healthy, dynamic company with a
great mix of talented employees, market-leading customers,
profitable assets, and sufficient liquidity for operations and
investments," said Peter Heiland, interim Chief Executive Officer
of Piksel.  "I would like to thank all of those who dedicated so
much time and effort, including our employees and advisors, to
helping us complete our restructuring."

KIT digital will officially rebrand on August 29.  Mr. Heiland
notes that the new company will leverage its solutions expertise;
the flexibility of which will be driven by a suite of software
applications, industry partnerships, and world-class professional
and managed services.

"We have an incredibly talented global team at the cutting-edge of
a rapidly evolving industry sector. Their insights and
innovations, combined with a total 'design, build, manage'
approach helps companies maximize their reach and return with
video."

Piksel's new leadership team remains in place and is focused on a
number of new initiatives and opportunities that will create value
for customers and shareholders.

Under the approved Plan of Reorganization, existing shareholders
of the Company are entitled to receive, among other things, one
warrant per share of Company stock owned as of August 5, 2013.
Holders of the warrants will have the right to purchase an
equivalent number of shares of Piksel at $.205 per share.  Because
the warrants are not transferable, any Company stock purchased
after August 5, 2013 will not be entitled to receive the warrants
and will be cancelled on the Effective Date of the Plan of
Reorganization.

                        About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

The Official Committee of Equity Security Holders tapped to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

The Official Committee of Unsecured Creditors tapped to retain
Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy
counsel, and Odyssey Capital Group as its financial advisor.


LANDESK SOFTWARE: Moody's Keeps B2 CFR on Downsized Transactions
----------------------------------------------------------------
Moody's Investors Service said there was no impact on LANDesk's B2
corporate family rating or proposed senior secured facilities' B2
ratings based on the downsized transaction.

LANDesk Software, headquartered in South Jordan, UT, is a provider
of IT management tools and end point security solutions.


LEMIC ENTERPRISE: A.M. Best Affirms 'C(weak)' FSR
-------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C
(Weak) and issuer credit rating of "ccc" of LEMIC Insurance
Company (LEMIC) (Baton Rouge, LA).  The outlook for both ratings
is negative.  Concurrently, A.M. Best has withdrawn the ratings
due to management's request to no longer participate in A.M.
Best's interactive rating process.

The ratings reflect LEMIC's unfavorable underwriting and operating
performance driven by adverse loss reserve development in recent
years, which culminated in a 44% decline in policyholder surplus
as well as a significant deterioration in its risk-adjusted
capitalization in 2012.


LEVEL 3: Incurs $24 Million Net Loss in Second Quarter
------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $24 million
on $1.56 billion of revenue for the three months ended June 30,
2013, as compared with a net loss of $62 million on $1.58 billion
of revenue for the same period during the prior year.

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.

As of June 30, 2013, the Company had $12.86 billion in total
assets, $11.75 billion in total liabilities, and $1.11 billion in
stockholders' equity.

"Level 3 saw good growth in enterprise Core Network Services
revenue this quarter across all three of our regions, and it
continues to be the key driver for our business," said Jeff
Storey, president and CEO of Level 3.  "Demand remains healthy,
and we had solid growth in Core Network Services sales this
quarter."

"We expect to be Free Cash Flow positive for the full year 2013,
excluding payments related to our interest rate swap agreements,
which are expected to be $45 million this year."

A copy of the press release is available for free at:

                        http://is.gd/kNyHbB

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIFE CARE: U.S. Trustee Appoints 3 Members to Creditors Panel
-------------------------------------------------------------
Guy G. Gebhardt, acting United States Trustee for Region 21,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 case of Life Care St. Johns, Inc.

The Creditors Committee members are:

      1. Estate of Eliza S. Rigg
         c/o William K. Rigg, Personal Representative
         4409 N. Alatamaha Street
         St. Augustine, FL 32092
         Tel: (276) 393-9152
         Fax: none
         Email: williamrigg@yahoo.com

      2. Mary Taylor
         c/o James Taylor, Trustee
         100 Park Dr.
         Cranford, NJ 07016
         Tel: (908) 337-6832
         Fax: none
         Email: jtay100@verizon.net

      3. Frank and Tis Upchurch
         Attn: Kramer Upchurch
         545 Carcaba Road
         St. Augustine, FL 32084
         Tel: (904) 540-7387
         Fax: none
         Email: kupchurch@southeastaero.com

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Bruce Jones signed
the petition as CEO.  Judge Jerry A. Funk presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $50 million.  Stutsman Thames & Markey, P.A., serves as
the Debtor's counsel.  Navigant Capital Advisors, LLC, acts as the
Debtor's financial advisor.  American Legal Claim Services, LLC,
serves as claims and noticing agent.


LIFE CARE: Can Employ Stutsman Thames as Bankruptcy Counsel
-----------------------------------------------------------
Life Care St. Johns, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Stutsman Thames & Markey, P.A. as
the Debtor's bankruptcy counsel.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Bruce Jones signed
the petition as CEO.  Judge Jerry A. Funk presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $50 million.  Stutsman Thames & Markey, P.A., serves as
the Debtor's counsel.  Navigant Capital Advisors, LLC, acts as the
Debtor's financial advisor.  American Legal Claim Services, LLC,
serves as claims and noticing agent.


LIFE CARE: Can Employ Navigant Capital as Financial Advisor
-----------------------------------------------------------
Life Care St. Johns, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Navigant Capital Advisors, LLC as
financial advisor.

The firm, among other things, will provide these services:

   a. Capital Restructuring Services;
   b. Operational Assessment; and
   c. Bankruptcy Administrative Support.

The firm's rates are:

   Professional                      Rates
   ------------                      -----
   Senior Managing Directors      $750 - 895/hr
   Managing Directors             $695 - 825/hr
   Directors                      $550 - 695/hr
   Associate Directors            $450 - 550/hr
   Managing Consultants           $350 - 450/hr
   Consultants/Associates         $245 - 350/hr
   Paraprofessionals               $95 - 125/hr

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Bruce Jones signed
the petition as CEO.  Judge Jerry A. Funk presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $50 million.  Stutsman Thames & Markey, P.A., serves as
the Debtor's counsel.  Navigant Capital Advisors, LLC, acts as the
Debtor's financial advisor.  American Legal Claim Services, LLC,
serves as claims and noticing agent.


MANTECH INT'L: Moody's Keeps Ba1 CFR Over Lower Earnings Guidance
-----------------------------------------------------------------
Moody's has said that ManTech's updated 2013 earnings guidance of
July 31st is credit negative but does not affect the Ba1 Corporate
Family Rating. The guidance revision reflects lowered U.S. Army
MRAP (Mine Resistant Ambush Protected) vehicle fleet maintenance
requirements in Afghanistan and lower inventory stock requirements
on route clearance vehicles.

ManTech International Corporation is a technology service provider
to the U.S. Department of Defense, intelligence community,
Departments of Homeland Security, Justice & State departments and
other civilian branches of the federal government. Principal
services include systems engineering and integration, software,
enterprise & security architecture, information assurance and
processing, cyber security and logistical support. Revenues over
the twelve months ended June 30, 2013 were $2.5 billion.


MEI INC: Moody's Assigns 'B1' CFR; Outlook Positive
---------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate
family rating and B1-PD probability of default rating to MEI,
Inc., a global manufacturer of unattended electronic payment
systems. In a related action, Moody's assigned a B1 rating to the
company's proposed first lien secured bank facility. Proceeds from
the bank credit facility and some cash on hand will be used to
refinance MEI's existing debt and to pay related fees and
expenses. Also, about $57 million of mezzanine debt is being
converted to equity, establishing a new and simplified capital
structure. The rating outlook is positive.

The following ratings will be affected by this action:

  Corporate Family Rating assigned B1;

  Probability of Default Rating assigned B1-PD;

  First Lien Sr. Sec. RCF due 2018 assigned B1 (LGD3, 46%); and,

  First Lien Sr. Sec. Term Loan due 2020 assigned B1 (LGD3, 46%).

Ratings Rationale:

MEI's B1 Corporate Family Rating reflects Moody's expectations
that operating margins should improve from a combination of higher
sales, better pricing, new product innovations, and ongoing cost
reduction initiatives. Moody's also anticipates that some free
cash flow will be used for debt reduction. As a result of margin
expansion and lower levels of balance sheet debt, Moody's projects
interest coverage -- defined as adjusted EBITA-to-interest expense
-- could exceed 4.0 times by the end of fiscal 2014 (all ratios
incorporate Moody's standard adjustments and adjustments to
account for foreign exchange gains and losses on intercompany
debt). The company's products serve a diverse, global customer
base across myriad end markets, insulating MEI from cyclical
downturns in any specific business segment or geographic region.
Revenues from outside the Americas totaled slightly above 50% for
2012. Also, a good liquidity profile characterized by free cash
flow generation and ample revolver availability gives MEI
sufficient resources to meet growing demand for its products. With
the exception of term loan amortization, MEI will face no near-
term debt maturities.

Rating constraints include the company's leveraged capital
structure. According to Moody's calculations, MEI's adjusted debt-
to-EBITDA is slightly over 5.0 times at closing. The company will
also have negative tangible net worth. Moody's also considers
MEI's significant exposure to Japan via its affiliate company and
guarantor, MEI Conlux Holdings (Japan), Inc., a credit concern due
weakness in the Japanese economy and the recent devaluation of the
yen against the US dollar. MEI Conlux Holdings (Japan), Inc.
retains about 27% of all the guarantors' assets.

The positive rating outlook results from the potential acquisition
of MEI by Crane Co., a much larger and better capitalized company
relative to MEI. Crane Co. currently has a Baa2 senior unsecured
rating with a stable rating outlook.

An upgrade is possible if the acquisition of MEI by Crane Co. is
completed, although Moody's anticipates withdrawing all the
ratings associated with MEI at that time. However, even in the
event that Crane's acquisition of MEI is not completed, if MEI
improves its operating margins over the long term such that EBITA-
to-interest expense nears 4.5 times for an extended period of time
and debt-to-EBITDA is sustained below 4.25 times (all ratios
include Moody's standard adjustments), then positive rating
actions could be considered. Also, a significant amount of
permanent debt reductions would also support upward rating
pressure.

Stabilization of the rating outlook will result if Crane Co. fails
to acquire MEI. Also, negative rating actions could occur if MEI's
operating performance falls below Moody's expectations or if the
company experiences a weakening in financial performance due to a
decline in demand for its products. EBITA-to-interest expense
falling below 3.0 times or debt-to-EBITDA sustained above 5.0
times (all ratios incorporate Moody's standard adjustments) could
pressure the ratings. A deteriorating liquidity profile, debt-
financed acquisitions or large dividends could stress the ratings
as well.

The B1 rating assigned to the first lien senior secured bank
credit facility, the same rating as the corporate family rating,
reflects its position as the preponderance of debt in MEI's
capital structure. The bank credit facility is comprised of a $60
million revolving credit facility expiring in 2018, and a $390
million term loan maturing in 2020. Each facility is secured by a
first priority security interest in substantially all of MEI's
assets, and both would be pari passu in a recovery scenario. The
term loan amortizes 1% per year with a bullet payment at maturity.
MEI Conlux Holdings (US), Inc., MEI, Inc.'s direct parent company,
MEI Conlux Holdings (Japan), Inc., an affiliate company to MEI
Conlux Holdings (US), Inc., and MEI, Inc.'s substantial
subsidiaries guarantee the first lien bank credit facility.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

MEI, Inc., headquartered in Malvern, PA, is a global manufacturer
of unattended electronic payment systems, including electronic
coin and bill acceptors and changers for the vending, gaming,
transport and retail industries. Bain Capital and Advantage
Partners, through their respective affiliates, are the majority
owners of MEI. Revenues for the 12 months ended March 31, 2013
totaled approximately $400 million.


MERISEL INC: Merger with Saints Takes Effect
--------------------------------------------
Merisel, Inc., Saints Capital Granite, L.P., and Saints Capital
Granite, LLC, filed with the U.S. Securities and Exchange
Commission a final amendment to the Transaction Statement on
Schedule 13E-3 in connection with the short-form merger of New
Merisel with the Company pursuant to Section 253 of the Delaware
General Corporation Law.

The merger became effective on July 31, 2013.  Merisel is the
surviving corporation in the merger and is now a wholly owned
subsidiary of Saints.

As of the Effective Date, each share of Merisel common stock were
cancelled and automatically converted into the right to receive
$0.17 in cash, without interest.  Each share of Merisel common
stock held by New Merisel was cancelled and each of the 100
outstanding shares of New Merisel common stock held by Saints was
converted into 225,000 shares of Merisel.  The shares of
redeemable Series A Preferred Stock of Merisel held by Saints
remain outstanding.

Meanwhile, Merisel filed a Form 15 with the SEC to terminate the
registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934.  As of July 31, 2013, there was
only one holder of the common shares.  As a result of the Form 15
filing, the Company is suspending its obligation to file reports
with the SEC.

A copy of the Schedule 13E-3/A is available for free at:

                        http://is.gd/S1B6Gj

                          About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' deficit.


MERISEL INC: Saints Capital No Longer Owns Shares
-------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Saints Capital Granite, L.P., and Saints
Capital Granite, LLC, disclosed that as of July 31, 2013, they
do not own shares of common stock of Merisel, Inc.  Saints Capital
previously disclosed beneficial ownership of 47,500,000 common
shares or 95.5 percent equity stake as of Feb. 4, 2013.

Effective July 26, 2013, Saints Capital contributed all of its
shares of public common stock to Merisel Saints Newco, Inc.,
making Newco the holder of approximately 91 percent of the
outstanding shares of public common stock.

On July 31, 2013, Newco merged with and into Merisel in a short-
form merger under Section 253 of the Delaware General Corporation
Law, with Merisel as the surviving corporation in the merger.

In connection with the merger, each share of public common stock
(other than shares held by Newco and shares with respect to which
appraisal rights have been properly exercised and not withdrawn or
lost) was cancelled and (other than shares held in treasury)
automatically converted into the right to receive $0.17 in cash,
without interest.  Each share of public common stock held by Newco
was cancelled, and each of the 100 shares of Newco common stock
held by the Saints Capital was converted into 225,000 shares of
common stock in the surviving corporation.  The shares of
redeemable Series A Preferred Stock of Merisel remain outstanding.

On July 31, 2013, Merisel filed a Form 15 to terminate its
reporting obligations under the Securities Exchange Act of 1934.

A copy of the regulatory filing is available at:

                       http://is.gd/rbZoAU

                          About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' deficit.


MICROISLET INC: Islet Sciences Sued Over IP Asset Acquisition
-------------------------------------------------------------
MUMFORD PC on Aug. 2 disclosed that according to Islet Holdings,
new allegations of conspiracy and racketeering and a written
confession from a scheme participant have led to the resignation
of CEO John Steel and the restructuring of the management team at
Islet Sciences, Inc.  The restructuring was announced after an
amended complaint was filed in federal court charging that Islet
Sciences has been enticing investments using false documents, and
that Steel has "made numerous threats against anyone related to
Isletech."

The litigation was brought by Islet Holdings, Inc., and its
subsidiary Isletech, Inc., against Islet Sciences, Inc.; CEO John
Steel; director Dr. Jonathan Lakey; and Charles Daniel Rhodes.
According to Salt Lake attorney Marcus Mumford, who is
representing Islet Holdings and Isletech in the lawsuit, the new
complaint includes a confession from Mr. Rhodes admitting his
participation in a fraud scheme orchestrated by Mr. Steel on
behalf of Islet Sciences.  In his confession, Mr. Rhodes describes
how Isletech purchased intellectual property out of the
MicroIslet, Inc., bankruptcy proceedings in 2009, but that
Mr. Steel later "lied" and said that it had been purchased someone
else.  Mr. Steel then purported to transfer the MicroIslet
property to Islet Sciences, which has been "building off the
patents and intellectual property of MicroIslet" ever since.  The
amended federal complaint also alleges claims for violations of
the Racketeer Influenced And Corrupt Organizations Act (Civil
RICO) and theft.

Islet Sciences, Inc., has claimed the intellectual property in
filings with the SEC as part of its ongoing development of
technologies for infusion therapy for insulin-dependent diabetes,
including methods for culturing, isolation, maturation, and
immunoprotection (microencapsulation) of islet cells.  The lawsuit
seeks a declaratory judgment to establish the ownership of the
critical MicroIslet patents and intellectual property and damages
for patent infringement.

The case is Islet Holdings, Inc., et al. v. Islet Sciences, Inc.,
et al., Case No. 2:12-cv-00799-RJS (D. Utah), where the federal
judge assigned to the case has queried whether anyone has reported
the alleged activities to the enforcement arm of the SEC.  As part
of his firm's continuing investigation, Mumford encourages all
persons with information about wrongdoing at Islet Sciences to
contact his firm MUMFORD PC.

Based in San Diego, Microislet, Inc. -- http://microislet.com/--
operates a biotechnology company engaged in the research,
development and commercialization of patented technologies in the
field of transplantation therapy for patients with diabetes.  The
company filed for Chapter 11 relief on Nov. 10, 2008 (Bankr. S.D.
Calif. Case No. 08-11388).  Victor A. Vilaplana, Esq., at Foley &
Lardner LLP, represents the Debtor as counsel.  The company did
not state in its petition the amounts of its estimated assets and
debts.


MIDWEST FAMILY: Moody's Hikes Ratings on 2 Series 2006 A Bonds
--------------------------------------------------------------
Moody's Investors Service has upgraded to Baa1 from Baa2 Class I;
Ba1 from Ba2 Class II; B1 from B2 Class III; & B1 from B2 Class
IV, the ratings on Midwest Family Housing LLC Military Housing
Taxable Revenue Bonds (Navy Midwest Housing Privatization Project)
2006 Series A (collectively the "Bonds") based on the 2012 audited
financial information for the project which shows a solid
financial position for the project.

Rating Rationale:

The upgrades are based on solid 2012 audited financial performance
of the project including strong debt service coverage at the
various classes and rating levels and strong occupancy rates. The
outlook on the ratings remain stable on the Class I & II Bonds and
revised to positive on the Class III & Class IV Bonds, reflecting
the likelihood that the ratings may be upgraded if performance
remain strong.

Strengths:

- Strong financial performance as evidenced by debt service
   coverage ratios for 2012 that exceed underwriting standards on
   all classes of debt.

- The overall occupancy rate has remained consistently stable at
   94%.

- Received BAH increases for the last three years, the FY2013
   increase is 2.06%.

- Experienced ownership and management team.

Challenges:

- Construction completion continues to be highly dependent on
   the sale of several parcels of land.

- The debt service reserve fund on the Class I, II and III Bonds
   is with an unrated counterparty.

What Could Change The Rating Up

Although further upgrades on Class I & II are not immediately
anticipated, consideration will be given if the project shows
continued further increase of debt service coverage ratio in the
medium term. Class III & IV may be more likely to be upgraded in
the near term if there is continued growth in the debt service
coverage.

In addition, certain types of restructuring may be view as credit
positives. These include cash funding of the debt service reserve
funds at maximum annual debt service, replacement of the existing
surety provider with an appropriately rated provider or an upgrade
of the current surety provider.

What Could Change The Rating Down

A significant decline in BAH or occupancy levels that results in a
decline in debt service coverage could adversely affect the
ratings.

Principal Methodology Used

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MISSION NEW ENERGY: Had A$1.4 Million in Cash at June 30
--------------------------------------------------------
Mission New Energy Limited reported net operating cash flows of
A$1.09 million for the quarter ended June 30, 2013.

At the beginning of the quarter, the Company had A$113,000 in
cash.  The Company obtained cash from investments of A$130,000 and
A$1.59 from financing.  At the end of the quarter, the Company had
A$1.42 million in cash.

A copy of the report is available for free at http://is.gd/MGoLLj

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MOBIVITY HOLDINGS: Names Jeff Hasen as Chief Marketing Officer
--------------------------------------------------------------
Mobivity Holdings Corp. appointed Jeff Hasen to serve as the
Company's chief marketing officer on July 22, 2013.  The
compensation committee of the Company's board of directors also
approved the employment agreement between the Company and Mr.
Hasen.

Mr. Hasen's duties and authorities include those typically
associated with the office of chief marketing officer and Mr.
Hasen has agreed to devote all of his business time to the affairs
of the Company.  The Company has agreed to pay Mr. Hasen a base
salary $180,000, subject to annual review by the compensation
committee of the Company's board of directors.  The Company has
also agreed to pay Mr. Hasen a quarterly bonus of one-quarter of
one percent (0.25 percent) of the gross revenues of the Company.
Pursuant to his employment agreement with the Company, Mr. Hasen
is eligible to participate in all benefits, plans, and programs,
including improvements or modifications of the same, which are
now, or may hereafter be, available to the Company's executive
employees.  Mr. Hasen's employment agreement contains standard
provisions concerning noncompetition, nondisclosure and
indemnification.

Pursuant to Mr. Hasen's employment agreement, the Company agreed
to grant Mr. Hasen an option to purchase 1,669,304 shares of the
Company's common stock, over a 4 year period from the date of
grant, at an exercise price $0.65 per share.  Options to purchase
834,652 shares of common stock will vest and first become
exercisable over a four year period at the rate of 1/48th shares
per month commencing on the first month following the date of
grant.  Options to purchase the remaining 834,652 shares of common
stock will vest and first become exercisable when we realize
$20,000,000 of gross revenue over any fiscal year.  Mr. Hasen's
option will otherwise be on the terms and conditions of the
Company's current equity incentive plan.

Mr. Hasen, age 54, previously served as chief marketing officer of
Hipcricket, Inc., a wholly owned subsidiary of Augme Technologies,
Inc., from May 2007 until March 2013.  Mr. Hasen has a Bachelor's
of Arts degree (1980) in TV/Radio from Brooklyn College

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in its annual
report for the year ended Dec. 31, 2012.


MOBIVITY HOLDINGS: ACT Capital Held 9.9% Equity Stake at June 17
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, ACT Capital Management, LLLP, and its affiliates
disclosed that as of June 17, 2013, they beneficially owned
10,064,576 shares of common stock of Mobivity Holdings Inc.
representing 9.99 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/qo7eOv

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in its annual
report for the year ended Dec. 31, 2012.


MONARCH COMMUNITY: Incurs $929,000 Net Loss in Second Quarter
-------------------------------------------------------------
Monarch Community Bancorp, Inc., reported a loss of $929,000 for
the quarter ended June 30, 2013, compared to a loss of $372,000
for the same period in 2012.

The Company disclosed a net loss of $1.15 million on $3.78 million
of interest income for the six months ended June 30, 2013, as
compared with a net loss of $675,000 on $4.51 million of interest
income for the same period during the prior year.

As of June 30, 2013, the Company had $185.72 million in total
assets, $176.73 million in total liabilities and $8.98 million in
stockholders' equity.

"We are pleased with the significant progress of the bank,
particularly in the reduction of problem loans," stated Richard J.
DeVries, president and CEO of Monarch Community Bank and Monarch
Community Bancorp, Inc.  "Our non-performing loans, which reached
a peak of almost $24 million in 2010, totaled only $3.0 million as
of June 30, 2013.  This large reduction reflects a steady,
disciplined approach to problem loan resolution."

A copy of the press release is available for free at:

                        http://is.gd/Po9Vyw

                       About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern following the Company's annual report for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Corporation has suffered recurring losses from operations and as
of Dec. 31, 2011, did not meet the minimum capital requirements as
established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.


MOORE FREIGHT: Plan Disclosures Hearing on September 10
-------------------------------------------------------
The hearing to approve the adequacy of the Disclosure Statement
for Moore Freight Service, Inc., and G.R.E.A.T. Logistics, Inc.'s
Joint Plan of Reorganization dated July 24, 2013, will be held on
Sept. 10, 2013, at 9:00 a.m.

According to the Disclosure Statement, the Plan provides for the
continuation of Debtors' business, the payment in full of Allowed
Secured Claims, and a fair distribution to unsecured creditors,
which distribution far exceeds the amount unsecured creditors
would receive in the event of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim will receive its Pro
rata share of (i) $80,000 on the Effective Date of the Plan; (ii)
$600,000, payable in installments of $50,000 each on July 1 and
November 1 of each calendar year beginning in 2014; and (iii) one-
third of any additional recovery from Pilot Flying J.

Existing owners Dan Moore and Judith Moore will retain all of
their ownership interests in Debtors as consideration for the
existing and continuing personal guaranties of several of Debtors'
obligations.  The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to papers filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee, the Debtors' cash on hand as of the
Petition Date and Cash generated from the operation of business
after the Petition Date will be sufficient to make all payments
due on the Effective Date.  Cash generated from the operation of
business after the Effective Date, after service of exit
financing, will generate sufficient cash flow to make all payments
due under the Plan.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/moorefreight.doc740.pdf

Counsel for the Debtors may be reached at:

         Barbara D. Holmes, Esq.
         Craig V. Gabbert, Jr., Esq.
         Glenn B. Rose, Esq.
         Barbara D. Holmes, Esq.
         David P. Ca¤as, Esq.
         Tracy M. Lujan, Esq.
         HARWELL HOWARD HYNE GABBERT & MANNER, P.C.
         333 Commerce Street, Suite 1500
         Nashville, TN
         Tel: (615) 256-0500
         Fax: (615) 251-1059
         E-mail: bdh@h3gm.com

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOTORS LIQUIDATION: C. Tully is FTI's Corporate Finance Director
----------------------------------------------------------------
Anna Mary Phillips was succeeded in her role as senior managing
director in the Corporate Finance/Restructuring practice of FTI
Consulting, Inc., by Conor P. Tully on July 31, 2013.

Mr. Tully has more than 18 years of experience in providing
clients with strategic planning, merger and acquisition advisory
and business advisory services in both distressed and healthy
company situations.  For the past 15 years, Mr. Tully has
specialized in providing restructuring services to companies,
financial institutions and creditors in the troubled company
environment, including both formal Chapter 11 proceedings and out-
of-court workout situations.  Mr. Tully's industry experience
includes the automotive, financial services, consumer products,
telecom, metals, energy and manufacturing industries.

Prior to joining FTI Consulting, in October, 2004, Mr. Tully was a
director in the restructuring practice of Ernst & Young Corporate
Finance LLC.  Mr. Tully holds a B.A. in accountancy from Manhattan
College.  He is a certified public accountant, a certified
insolvency and restructuring advisor, a certified turnaround
professional, and is accredited in business valuation. Mr. Tully
is also a member of the American Bankruptcy Institute, the
American Institute of Certified Public Accountants, the
Association of Insolvency and Restructuring Advisors, the New York
State Society of Certified Public Accountants and the Turnaround
Management Association.

Motors Liquidation Company GUC Trust is required to make
disclosures relating to certain individuals who are employed in a
leadership capacity by FTI Consulting in its capacity as monitor
of the GUC Trust.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MOUNTAIN COUNTRY: Trustee Hires Turner & Johns as Counsel
---------------------------------------------------------
Robert L. Johns, the Chapter 11 Trustee for the bankruptcy estate
of Mountain Country Partners, LLC, asks the U.S. Bankruptcy Court
for the Southern District of West Virginia for authorization to
employ the law firm of Turner & Johns, PLLC, as counsel for the
Chapter 11 Trustee, nunc pro tunc to July 6, 2013.

The hearing to consider the application of Turner & Johns as
counsel for the Chapter 11 Trustee is scheduled for Aug. 14, 2013,
at 2:30 p.m.

The law firm will, among others, provide these professional
services:

   * To conduct real estate title examinations to determine the
identity and extent of oil and gas interests owned by the estate;

   * To represent Trustee in liquidating assets of the Debtor;

   * To represent the Trustee in disputes with the West Virginia
Department of Environmental Protection relative to permits for
wastewater disposal wells and well plugging issues; and

   * To give Trustee advice with respect to his powers and duties
and assist him as needed in his administration of the Debtor's
estate.

To the best of the Trustee's knowledge, the law firm of Turner &
Johns, PLLC, is a "disinterested person" within the meaning of
Sec. 101(14) of the Bankruptcy Code.

The law firm's hourly rates are $175 to $370 for attorneys, and
$90 for paralegals.

                    About Mountain Country

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents Chapter 11 Trustee Robert L. Johns, as counsel.


MPG OFFICE: BPO Extends Expiration of Tender Offer to Aug. 9
------------------------------------------------------------
Brookfield Office Properties Inc., through its newly formed fund,
is extending its previously announced cash tender offer to
purchase all outstanding shares of preferred stock of MPG Office
Trust, Inc., until 12:00 midnight, New York City time, at the end
of Friday, Aug. 9, 2013.

BPO previously announced its intention to acquire MPG pursuant to
a merger agreement, dated as of April 24, 2013.  Upon the closing
of the tender offer, preferred stockholders of MPG will receive
$25.00 in cash for each share of MPG preferred stock validly
tendered and not validly withdrawn in the offer, without interest
and less any required withholding taxes.  Shares of MPG preferred
stock that are tendered and accepted for payment in the tender
offer will not receive any accrued and unpaid dividends on those
shares.

BPO also announced that DTLA Fund Holding Co. is assigning to
Brookfield DTLA Fund Properties Holding Inc., another direct
wholly-owned subsidiary of the DTLA Fund, all of its rights and
obligations to purchase all preferred shares tendered into the
offer, if any, in excess of 50 percent of the issued and
outstanding shares of MPG preferred stock.  This assignment to
Properties Holding Inc. will not affect tendering stockholders in
the offer and does not relieve DTLA Fund Holding Co. of its
obligations to the holders of preferred stock who have tendered
their shares into the offer.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Friday, Aug. 2, 2013.
Except for the extension of the expiration date and the partial
assignment of the offer from DTLA Fund Holding Co. to Properties
Holding Inc., all other terms and conditions of the tender offer
remain unchanged.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016.  The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

Based on information received from the Depositary, as of Aug. 1,
2013, approximately 75,599 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MUSCLEPHARM CORP: Teams Up with Arnold Schwarzenegger
-----------------------------------------------------
MusclePharm Corporation has signed a first-of-its-kind partnership
with the Mr. Universe, Mr. World and Mr. Olympia title holder,
actor, entrepreneur and former Governor Arnold Schwarzenegger.
Mr. Schwarzenegger has won more world bodybuilding titles than
anyone in history and has produced the popular Arnold Classic in
Columbus, Ohio, for 25 years.  As part of the collaboration,
MusclePharm will launch the Arnold Series, an exclusive line of
new nutritional supplements developed by Schwarzenegger and
MusclePharm's world-renowned scientific team.

The Arnold Series product line will initially launch with eight
supplements supporting the four fitness pillars: performance,
power & strength, nutrient support and recovery.  It will be
available domestically and internationally at health and nutrition
stores as well as online retailers in September 2013.

"I've been on a crusade to promote fitness for more than four
decades," said Mr. Schwarzenegger.  "That has led to the largest
health and fitness convention in the world, six books, seminars
all over the globe, and visits to all 50 states as chairman of the
President's Council on Physical Fitness.  This vitamin and
supplement line is the next step.  After meeting with the
MusclePharm team, learning about the company, and spending time
with the founders, I knew they were the perfect partners to start
a line of nutritional supplements and continue promoting fitness
around the world.  Their passion for sports nutrition and science
fits perfectly with my mission to help everyone discover the
benefits of health and nutrition.  I'm excited to partner with
MusclePharm on the exclusive Arnold Series and develop this line
of nutritional supplements that not only carry my name but also
represent my lifelong commitment to fitness."

"Arnold is a bodybuilding, fitness icon who is and has been a
personal idol of mine since high school," said Brad Pyatt, CEO and
founder, MusclePharm.  "His philosophy of 'where there's a will,
there's a way' inspired me during my NFL career and while starting
MusclePharm.  Arnold embodies everything the MusclePharm brand
stands for; it's truly a dream come true and an honor to create
the Arnold Series nutritional experience with him."

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIVE WHOLESALE: Hearing on Case Dismissal Bid Starts
------------------------------------------------------
The hearing on the U.S. Trustee's motion to convert Native
Wholesale Supply Company's Chapter 11 case to Chapter 7, or
dismiss the Chapter 11 case was slated for Aug. 5, 2013 before the
U.S. Bankruptcy Court for the Western District of New York.

The hearing on the motion has been adjourned several times.
According to Tracy Hope Davis, the U.S. Trustee for Region 2:

   1. the Debtor has an inability to perform the statutory duties
      of a debtor-in-possession and to comply with the
      requirements of the Chapter 11 Operating Guidelines;

   2. the Debtor has failed to file monthly financial reports for
      the months of February and March 2013.

The States of California, Idaho, New Mexico, New York, and
Oklahoma filed a statement in partial support of the U.S.
Trustee's motion.  The States assert that it would be
inappropriate to dismiss the case at this stage of the
proceedings; rather, if the case does not remain in Chapter 11,
only conversion is in the best interest of creditors and the
estate.  The States further assert that if the Court does not
believe that either conversion or dismissal is warranted at this
point, they ask that the Court set deadlines for the Debtor to
file a disclosure statement and a plan so as to avoid having the
case languish in Chapter 11, with no discernible progress, while
the Debtor continues to market its products in violation of
applicable state law.

The States also ask the Court to withdraw its oral ruling on the
motion to dismiss.  According to Craig T. Lutterbein, Esq., at
Hodgson Russ LLP, in Buffalo, New York, on Sept. 27, 2012, the
Court issued an oral ruling that it would allow the Debtor to
dismiss its Chapter 11 proceeding on the satisfaction of certain
conditions -- mainly the securitization of the State of
California's potential administrative claim.  Despite that ruling
by the Court, the Debtor still has not completed the necessary
steps to effectuate a dismissal pursuant to the Oral Ruling, Mr.
Lutterbein says.  It now appears that nearly all of the bases that
the Court relied on to justify the Oral Ruling now militate
against dismissal and in favor of either keeping the Debtor's
bankruptcy case in Chapter 11 proceeding or converting the
Debtor's bankruptcy case to one under Chapter 7, the States
assert.

The States are also represented by Garry M. Graber, Esq., at
Hodgson Russ LLP, in Buffalo, New York, and Karen Cordry, Esq.,
National Association of Attorneys General, in Washington, D.C.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NATIVE WHOLESALE: Files Renewed Application to Employ Gable
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
previously authorized Native Wholesale Supply Company to employ
Gable & Gotwals, P.C., as special counsel with respect to all
matters pertaining to the action pending in the District Court of
Oklahoma County, State of Oklahoma, Case No. CJ-2008-4942.
Although the Bankruptcy Court approved the employment application,
it denied the nunc pro tunc aspect of the employment application,
without prejudice to the Debtor's submission of a further showing
of "extraordinary circumstances" warranting the nunc pro tunc
employment.

In accordance with the Bankruptcy Court's directive, the Debtor
files a renewed motion to employ the firm, nunc pro tunc to Oct.
16, 2012.  In support of its renewed employment application, it
files the affidavits of Thomas W. Gruber, Gregory Thomas Metcalfe,
and Robert Luddy, which together describe how Gable was employed
by the Debtor on Oct. 16, 2012, but did not seek approval as
special counsel in the Chapter 11 case until the original
employment application was filed on April 26, 2013.  According to
the Debtor, the facts contained in the affidavits will demonstrate
that extraordinary circumstances do indeed exist here, warranting
the nunc pro tunc approval requested.

The renewed employment application was filed by Janet G. Burhyte,
Esq., and Robert J. Feldman, Esq., at Gross, Shuman, Brizdale &
Gilfillan, P.C., in Buffalo, New York; and Mark D.G. Sanders, Esq.
-- msanders@gablelaw.com -- and Sidney K. Swinson, Esq., at Gable
& Gotwals, P.C., in Tulsa, Oklahoma, on behalf of the Debtor.

A hearing on the Debtor's renewed application will be held on
Aug. 23, 2013, at 01:00 PM.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEW ENTERPRISE: S&P Revises Outlook to Neg. & Affirms 'CCC' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said to that it revised its
rating outlook on New Enterprise, Pa.-based New Enterprise Stone &
Lime Co. Inc. (NESL) to negative from developing.  S&P affirmed
all its ratings, including the 'CCC' corporate credit rating.

"The outlook revision reflects our assessment that given the
failure of the Pennsylvania state legislature to enact a proposed
$1.8 billion increase in state transportation funding before the
June 30 legislative recess, prospects for a near-term increase in
demand for NESL's products and services have diminished.  More
than 50% of NESL's revenues are derived from state and municipal
construction projects in Pennsylvania, NESL's primary market.  Our
previous developing outlook reflected the potential for a
significantly improved demand environment for NESL had the
proposed increase in state transportation funding been approved.
While consideration of Gov. Corbett's transportation proposal, as
well as several other alternatives, may be taken up when the
legislature comes into session in September, the ultimate terms,
amount, and timing of the bill, if approved at all, are
uncertain," S&P noted.

"The negative outlook reflects our view that we could downgrade
the company if NESL fails to improve operating profitability or if
there are renewed difficulties in meeting financial agreements.  A
downgrade could also occur if NESL's liquidity were to become
further constrained, due either to a further drop in earnings,
reduced borrowing-base availability under the revolving credit
facility, or a covenant violation under its debt agreements," said
Standard & Poor's credit analyst Thomas Nadramia.

Although S&P views an upgrade as unlikely at this time, one could
occur if NESL significantly improves profitability and liquidity
(to "adequate" as defined by S&P's criteria) and is able to
benefit from any potential increase in state funding for
transportation initiatives in Pennsylvania.


NEXTRACTION ENERGY: Enters Into Loan Amendment with Tallin
----------------------------------------------------------
Nextraction Energy Corp. on Aug. 2 disclosed that it has entered
into an amending agreement to extend the principal repayment of
its non-revolving term loan facility with Tallinn Capital
Mezzanine Limited Partnership.  Tallinn has agreed to waive
monthly net sales production minimum requirement and minimum
current ratio requirements which the Company had been in default
of until September 30, 2013.  Furthermore, subject to the
debentures proposed to be offered pursuant to the Company's
recently announced proposed short form prospectus offering being
subordinated and postponed to the Loan Facility on terms
acceptable to Tallinn, the successful completion of the Offering
and the Company not otherwise being in default under the Loan
Facility, Tallinn has also agreed to waive requirements to repay
the Loan Facility from proceeds of the Offering beyond the first
$2 million of the principal amount owing under the Loan Facility
on the earlier of September 30, 2013 or the closing of the
Offering.

                  About Nextraction Energy Corp.

Nextraction Energy Corp. is a Canadian junior oil and natural gas
company engaged in the exploration and development of oil and
natural gas resources in the Western Canadian Basin.  The
Company's model is the "next round of extraction on known plays."
Nextraction targets oil focused projects along trends with known
reserves that provide low risk, high return development
opportunities in both conventional and unconventional resource
projects.


NORTHLAND CABLE: Partnership Agreement Expires December 13
----------------------------------------------------------
Northland Cable Properties Eight Limited Partnership filed with
the U.S. Securities and Exchange Commission its quarterly report
on Form 10-Q, reporting net income of $83,009 on $1.14 million of
service revenues for the three months ended June 30, 2013,
compared with net income of $57,909 on $1.07 million of service
revenues for the same period last year.

The Partnership reported net income of $200,909 on $2.26 million
of service revenues for the six months ended June 30, 2013,
compared with net income of $172,562 on $2.13 million of service
revenues for the corresponding period of 2012.

The Partnership's balance sheet at June 30, 2013, showed
$5.77 million in total assets, $1.14 million in total liabilities,
and partners' capital of $4.63 million.

Northland Communications Corporation (the General Partner or
Northland) manages the operations and is the General Partner of
the Partnership under the terms of a Partnership Agreement which
will expire on Dec. 31, 2013.

According to the Form 10-Q, the General Partner intends to submit
a proxy statement in 2013 that will include a request for an
extension of the Partnership term.  "The extension of the
Partnership's life will require approval from a majority of its
limited partners.  No assurances can be given that a majority of
the limited partners will approve an extension of the
Partnership's life.  Given this fact, the Partnership's ability to
continue as a going concern is in substantial doubt at June 30,
2013."

"Failure to extend the term of the Partnership would result in
dissolution of the Partnership at Dec. 31, 2013."

A copy of the Form 10-Q is available at http://is.gd/zKGQdw

Seattle, Washington-based Northland Cable Properties Eight Limited
Partnership is a Washington limited partnership consisting of one
general partner and 852 limited partners holding 19,087
partnership units as of Dec. 31, 2012.  Northland Communications
Corporation, a Washington corporation, is the General Partner of
the Partnership.  The General Partner manages the operations of
the Partnership under the terms of a Partnership Agreement which
will expire on Dec. 31, 2013.

The Partnership was formed on Sept, 21, 1988, and began operations
in 1989.  The Partnership serves the communities and surrounding
areas of Aliceville, Alabama and Swainsboro, Georgia (the
"Systems").  As of June 30, 2013, the total number of basic video
subscribers served by the Systems was 3,764.

The Partnership has 11 non-exclusive franchises to operate the
Systems.  These franchises, which will expire at various dates
through the year 2019, have been granted by local and county
authorities in the areas in which the Systems operate.


NORTHLAND RESOURCES: Implements Final Steps of Bond Restructuring
-----------------------------------------------------------------
Northland Resources S.A. and Northland Resources AB announced
implementation of the final steps of restructuring of the bond
loans previously issued by Northland Resources AB.

As previously announced, Northland's Extraordinary General Meeting
on July 31, 2013 approved all resolutions.  The Board therefore
resolved to go through with the contemplated restructuring of the
bond loans previously issued by Northland Resources AB with ISIN
NO0010636137 and ISIN NO0010636194.  The Second Lien Bonds are
amended into the Second Lien Convertible Bonds on the terms set
out in the Second Amendment and Restatement Bond Agreement dated 7
June 2013, between, amongst others, NRSA as issuer of the Second
Lien Convertible Bonds and Norsk Tillitsmann ASA as bond trustee
on behalf of the holders of the Second Lien Convertible Bonds.  A
copy of the Second Lien Convertible Bond Agreement is available on
Stamdata at http://www.stamdata.no

Having obtained the requisite approvals, Northland is taking all
steps necessary to implement the final stages of the
restructuring, including making the necessary registrations in the
Norwegian Central Securities Depository (Verdipapirsentralen).

Holders of Second Lien Convertible Bonds are reminded that, as per
the terms and conditions of the Second Lien Convertible Bonds,
those bonds can only be converted on an Interest Payment Date (as
defined in the Second Lien Convertible Bond Agreement), the next
Interest Payment Date being 15 January 2014; no action may be
taken by any Second Lien Convertible Bondholder to convert their
bonds before that time.

                        About Northland

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study for its
Hannukainen Iron Oxide Copper Gold project in Kolari, northern
Finland and for the Pellivuoma deposit, which is located 15 km
from the Kaunisvaara processing plant.

As reported by the Troubled Company Reporter on July 15, 2013,
Peter Pernlof, Acting CEO and COO of Northland Resources S.A.,
disclosed that the Lulea District Court approved on July 12 the
reorganization plan for the Company's Swedish subsidiaries.
As previously disclosed, the Lulea District Court held
composition proceedings on July 12 in connection with the
reorganization of companies Northland Resources AB (publ),
Northland Sweden AB and Northland Logistics AB.  During the
proceedings the companies' creditors approved the terms of the
proposed composition.  The District Court held in accordance with
this and approved the reorganization plan and composition.
Norwegian subsidiary Northland Logistics AS is not going through
formal reorganization, but has previously agreed with all of its
creditors on a payment plan identical to that of the other
subsidiaries.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on April 1,
2013, Moody's Investors Service affirmed the Caa3 corporate
family rating and bond rating of Northland Resources AB.
Concurrently, Moody's has applied the 'limited default' ('/LD')
indicator to the company's Ca-PD probability of default rating
(PDR), to reflect the recently missed interest payment on its
outstanding notes, which the rating agency considers a default
according to its definition of default.  As a result, Moody's PDR
for Northland has been affirmed at Ca-PD/LD.  In addition, the
outlook on all ratings remains negative.


OCEAN 4660: Barreca Denied as CRO; Management Deal Disapproved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
denied approval of (i) the chief restructuring officer agreement
with Rick Barreca; and (ii) the management agreement between Ocean
4660, LLC and RKJ Hotel Management, LLC.

According to the order, with the July 10, 2013, appointment of a
Chapter 11 trustee, Mr. Barreca on behalf of himself and RKJ is
required to: (a) the turn over all records and property of the
estate under Mr. Barreca's and RKJ's custody and control to the
Chapter 11 trustee; and (b) coordinate for an onsite manager to
perform a walk through of the premises with the trustee.

As reported in the Troubled Company Reporter on June 7, 2013, RKJ
agreed to provide restructuring advisory services, including
providing Mr. Barreca to serve as CRO of the Debtor.  RKJ would
also provide the services of Jeff Katofsky as chief financial
officer to the Debtor.  Mr. Barreca and Mr. Katofsky would lead
the Debtor in evaluating and implementing strategic and tactical
options through the restructuring process.

The management agreement provides RKJ, as manager, would be
compensated through (i) a base management fee equal to 5% of gross
revenues of the Debtor's Hotel and (ii) a base asset management
fee equal to 3% of the gross revenues of the hotel.  The Agreement
was to expire in 10 years.

All proceeds of the Debtor's operations would be deposited into
debtor-in-possession accounts as required by the United States
Trustee, subject to all applicable reporting and other
requirements.  The $60,000 retainer called for in the management
agreement was waived for the benefit of the estate.

The Town of Lauderdale-by-the-Sea and Comerica Bank objected.

Meanwhile, the U.S. Trustee for Region 21 notified the Bankruptcy
Court that until further notice, it will not appoint a committee
of creditors pursuant to Section 1102 of the Bankruptcy Code.

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and
70 percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, to serve as hotel manager and RKJ's Rick
Barreca as CRO.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.


OCEAN 4660: Genovese Joblove May Withdraw as Attorney
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Genovese Joblove & Battista, P.A. to withdraw as
counsel for Ocean 4660, LLC.

The firm's legal team who worked on the Debtor's case consists of
John H. Genovese, Esq., Maria Elena Gayo-Guitian, Esq., and
Michael L. Schuster, Esq.  In its motion to withdraw as counsel,
the firm explained that irreconcilable differences have arisen
between the firm and the Debtor, which prevent the firm from
continuing its representation of the Debtor.

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCEAN 4660: Ch.11 Trustee May Hire Stearns Weaver & Kerry-Ann Rin
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Maria M. Yip, Chapter 11 trustee for Ocean 4660 LLC, to
employ Kerry-Ann Rin, CPA, and the consulting firm of Yip
Associates as financial advisors, forensic accountant, and if
necessary, as testifying expert of the trustee.

The Chapter 11 trustee requires the assistance of an expert to
review and analyze the various book and records associated with
the financial affairs.

To the best of the Chapter 11 trustee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Kerry-Ann Rin, CPA and Yip Associates will assist the Chapter 11
trustee in reviewing and analyzing the various books and records
associated with the Debtor's financial affairs.

Kerry-Ann Rin, CPA, disclosed that Yip Associates has been
retained by the Chapter 11 trustee in other unrelated bankruptcy
matters.

In a separate ruling, the Court authorized the Chapter 11 trustee
to employ Drew M. Dillworth, Esq., of the law firm of Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A. as counsel.  To
the best of the trustee's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCEAN 4660: Lloyd Berger Approved as Building Code Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Maria M. Yip, Chapter 11 trustee for Ocean 4660 LLC, to
employ Lloyd Berger as his consultant relating to building code
violations and related compliance issues concerning the real
estate assets owned by the estate.

Lloyd Berger's scope of the engagement will include:

   a) site meetings with the City to review open code issues;

   b) identifying which issues can be immediately resolved
      with nominal expense;

   c) identifying issues not readily curable with a larger
      expense and receiving permission to follow through
      with these projects;

   d) obtaining required permits prior to work (if work
      is necessary); and

  e) providing documentation showing compliance of approved work.

The consultant will be paid hourly rates ranging from $75 per
hour for a property manager up to $200 per hour for services
provided by Lloyd Berger.

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCI BEAUMONT: Moody's Assigns B1 CFR & Rates New $360MM Loan B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
OCI Beaumont LLC. Moody's also rated its new $360 million first
lien term loan B due 2019 at B1, a Probability of Default Rating
at B2-PD and a Speculative Grade Liquidity rating at SGL-3.
Proceeds from the transaction are expected to be used to refinance
existing $125 term loan B-1 and $235 term loan B-2; the new term
loan will have a similar structure. These are first time ratings
for company and are dependent upon completion of the transaction
with terms that are substantially similar to those provided to
Moody's. The outlook is stable.

"OCI has restarted the Terra's Beaumont facility and has been
operating at close to nameplate capacity for the past seven
months," stated John Rogers Senior Vice President at Moody's.
"Credit metrics on a full year basis are expected to be strong,
given our forecast for low natural gas prices and limited downside
for methanol and ammonia prices."

Ratings assigned:

OCI Beaumont LLC

  Corporate Family Rating -- B1

  Probability of Default Rating -- B2-PD

  $125 million First Lien Term Loan B-1 due 2019-- B1 (LGD, 31%)

  $235 million First Lien Term Loan B-2 due 2019-- B1 (LGD, 31%)

  Speculative Grade Liquidity Rating at SGL-3

  Outlook -- Stable

Ratings Rationale:

OCI's B1 CFR reflects its advantaged feedstock cost position due
to low natural gas prices in the US, strong financial metrics and
limited leverage. The company's strong credit metrics are offset
by its single site location on the Gulf Coast, its limited
operating history, customer and supplier concentration, and its
planned conversion to a limited partnership (LP) that will likely
result in nearly all free cash flow being returned to unit holders
on a quarterly basis. The combination of a single site location
and the financial constraints imposed by the LP structure will
likely limit the rating at its current level, despite the likely
generation of strong financial metrics over the next several
years. The company's location (proximity to customers and shipping
options) and access to multiple natural gas pipelines are also
viewed as credit positives.

Subsequent to the issuance of this debt, the company is expected
to complete the IPO of the partnership and repay the newly rated
$125 million term loan B-1, repay a $170 million loan from an
affiliate and retain roughly $150 million of cash to prefund the
planned expansion of the facility. Despite this debt reduction,
OCI will have the ability to re-lever its balance sheet to 1.25x
Debt/EBITDA (unadjusted) under the terms of the facility. The B1
rating anticipates that the company will re-lever its balance
sheet once it has established a longer operational track record.
Once the IPO has been completed, the CFR will be moved to the LP,
OCI Partners LP.

OCI has limited operating history: the facility was acquired in
May 2011 (previously idled in 2004), ammonia production started in
December 2011, methanol production started in July 2012 and the
company achieved nameplate capacity in December 2012. The company
has experienced numerous shut-downs over the past year to fix or
replace key components or pieces of equipment, as expected in such
a restart. These shut downs have continued into 2013, which is not
unusual. However, the company has been able to operate at over 95%
capacity utilization for the first six month of 2013. The
expansion should boost methanol production by 25% and ammonia
production by 15%. Moody's does not view the capacity expansion as
optional, as the company will be replacing equipment that will
improve the reliability of the facility. The company sells most of
its production via pipeline or barge, accounting for the high
level of customer concentration.

OCI's financial performance and credit metrics should be robust
(assumes $360 million of balance sheet debt) due to its advantaged
feedstock, providing it maintains capacity utilization rates of
over 80%. While the company has only operated near capacity for
the past seven months, pro forma credit metrics are strong with
EBITDA margins above 40% and Debt/EBITDA at 2.1x. If the company
is able to operate near nameplate capacity, credit metrics should
improve with Debt/EBITDA closer to 1.0x. Once the IPO of the
partnership is completed, its Retained Cash Flow/Debt and Free
Cash Flow/Debt will be commensurate with the rating due to the
large dividend payout under the LP structure.

If the company fails to complete the IPO as planned, debt would be
higher at over $530 million ($170 million of debt owed to and
affiliate, OCI Fertilizer) causing pro forma Debt/EBITDA to rise
to 3.0x. However, cash flow metrics would improve substantially
due to the absence of the more aggressive dividend policy. Prior
to the closing, OCI is required to extend the August 2014 maturity
of $170 million loan from OCI Fertilizer to at least 91 days after
the final maturity of the rated term loan.

The stable outlook reflects the expectation for strong financial
metrics, but the single site production could lead to volatility
in quarterly performance. If the facility incurs persistent
operational issues that limit production to less than 80% of
capacity for an extended period, or if leverage rises above 4.0x,
Moody's could lower the company's CFR. As stated previously, the
rating has limited upside due to its limited operating history,
single production site and the limitations of the LP structure.

OCI's SGL-3 reflects its adequate liquidity due to a relatively
small revolver and the reduced financial flexibility imposed by
the LP structure. The $40 million revolving credit facility will
be provided by the ultimate parent of the general partner and
majority owner of the LP units - OCI N.V. The company will
maintain a small cash balance and will not repay any debt beyond
scheduled amortizations, once the IPO is completed and the $125
million term loan B-1 is repaid.

The term loan is expected to have a maximum total senior secured
net leverage ratio of 2.0x and minimum interest coverage ratio of
5.0x. The company is expected to remain well in compliance with
these covenants over the next 12-18 months, barring an extended
unplanned outage.

OCI N.V. is a global engineering & construction contractor and
nitrogen fertilizer producer based in the Netherlands. OCI N.V.
was formerly known as Orascom Construction Industries S.A.E.
(Egypt). OCI N.V. operates nitrogen fertilizer plants in Egypt,
Algeria, The Netherlands and the US. It is also a distributor of
fertilizers globally. OCI N.V. is listed on the NYSE Euronext in
Amsterdam and has a market capitalization of roughly $7.7 billion
as of August 1, 2013.

OCI Beaumont LLC, headquartered in Beaumont, TX, operates a single
Gulf Coast petrochemical facility that produces 730 thousand tons
per year of methanol and 236 thousand tons per year of ammonia.
The company expects to expand capacity to 913 thousand tons per
year of methanol and 305 thousand tons per year of ammonia by the
end of 2014. The company is expected to have annual revenues of
roughly $400 million.

The principal methodology used in this rating was the Global
Chemical Industry Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


OIL PATCH: Has Access to FCC and SOPUS Cash Until Aug. 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, in an amended second interim order, Oil Patch Brazos
Valley, Inc.'s cash collateral which FCC LLC, doing business as
First Capital, and Pennzoil-Quaker State Company dba SOPUS assert
an interest.

Pursuant to the stipulation resolving objections filed by SOPUS
and FCC, SOPUS and FCC consented to the Debtor's use of cash
collateral until Aug. 30, 2013.

The Debtor would use the cash collateral for (i) severance
payments to certain employees while the debtor is reducing its
overhead and workforce; (ii) salary to be paid to the Debtor's
chief operating officer, who previously has not been paid for his
services; and (iii) payment of retention payments to the Debtor's
employees.

FCC holds a first priority secured claim against the Debtor in the
amount of at least $7,212,302 plus additional amounts.  SOPUS
holds, as of the petition date, a claim in the amount of $512,939
plus additional amounts.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders liens on
all properties, and superpriority administrative claim status,
subject to a carve-out for certain expenses.

The Debtor will also segregate and account to FCC and SOPUS for
all cash collateral that the Debtor collects, possesses or uses
from the petition Date that it has permitted.

An Aug. 28 final hearing at 9:30 a.m., has been set.  Objections,
if any, are due five business days before the final hearing.

                         About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on July 2,
2013.  The case, assigned Case No. 13-34177, is pending before the
U.S. Bankruptcy Court Southern District of Texas (Houston).  Judge
Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas,
represents the Debtor as counsel. The Debtor tapped James Childs,
LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


OIL PATCH: Files Schedules of Assets and Liabilities
----------------------------------------------------
Oil Patch Brazos Valley, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,022,650
  B. Personal Property           $13,865,319
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,497,469
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,816,020
                                 -----------      -----------
        TOTAL                    $16,887,969      $15,313,489

A copy of the schedules is available for free at
http://bankrupt.com/misc/OIL_PATCH_sal.pdf

                         About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., was formed in
1988.  The Company's business consists primarily of the
distribution and transportation of fuel, including both gasoline
and diesel products, well as Shell and other branded lubricants to
businesses throughout Brazoria County and the surrounding area.
The Debtor markets and distributes automotive consumables as oil
and air fuel additives and wiper blades, as well as fuel and
lubricant dispensing equipment, solvents, environmental clean-up
materials, shop supplies and third-party waste oil collection
services.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on July 2, 2013.  The case, assigned Case No. 13-34177, is
pending before the U.S. Bankruptcy Court Southern District of
Texas (Houston).  Judge Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas,
represents the Debtor as counsel. The Debtor tapped James Childs,
LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


OIL PATCH: Wants to Hire James Childs as Financial Advisor
----------------------------------------------------------
Oil Patch Brazos Valley, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ James
Childs, LLC as financial advisor to, among other things, assist
the Debtor:

   -- with credit descriptions;

   -- in evaluating proposals for financing;

   -- with negotiating and communicating with potential lenders;
      and

   -- with closing of the DIP financing.

Childs was paid a $5,000 retainer, which was paid not by the
Debtor but by the Debtor's primary equity owners.  Childs'
compensation will be contingent upon its meeting the goals for
which it will be hired.  That is, Childs will be compensated a
pre-determined amount as it achieves each of four specified goals:

   1. $5,000 upon the completion of a detailed credit request
      for distribution;

   2. $5,000 upon the Debtor's receipt of its first term
      sheet/proposal with certain specified "acceptable" minimum
      requirements;

   3. $40,000 at the closing of the DIP financing; and

   4. an additional $50,000 at the closing of the DIP financing
      if the Stated Annual Interest Rate for such financing is
      at the Libor/Prime Goal or less.

To the best of the Debtor's knowledge, Childs is "disinterested
persons," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., was formed in
1988.  The Company's business consists primarily of the
distribution and transportation of fuel, including both gasoline
and diesel products, well as Shell and other branded lubricants to
businesses throughout Brazoria County and the surrounding area.
The Debtor markets and distributes automotive consumables as oil
and air fuel additives and wiper blades, as well as fuel and
lubricant dispensing equipment, solvents, environmental clean-up
materials, shop supplies and third-party waste oil collection
services.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on July 2, 2013.  The case, assigned Case No. 13-34177, is
pending before the U.S. Bankruptcy Court Southern District of
Texas (Houston).  Judge Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas,
represents the Debtor as counsel. The Debtor tapped James Childs,
LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


OIL PATCH: Hiring Okin & Adams as Bankruptcy Counsel
----------------------------------------------------
Oil Patch Brazos Valley, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ Okin &
Adams LLP as counsel.

To the best of the Debtor's knowledge, Okin & Adams is a
"disinterested person" as that term is defined in Section 101(14)
of the bankruptcy Code.

Pre-bankruptcy, Okin & Adams received a $35,000 retainer from the
Debtor.  Okin Adams also received an additional retainer of
$35,000 from the Debtor's primary equity owners.  After
application of fees and expenses, the retainer is $63,494.

                         About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., was formed in
1988.  The Company's business consists primarily of the
distribution and transportation of fuel, including both gasoline
and diesel products, well as Shell and other branded lubricants to
businesses throughout Brazoria County and the surrounding area.
The Debtor markets and distributes automotive consumables as oil
and air fuel additives and wiper blades, as well as fuel and
lubricant dispensing equipment, solvents, environmental clean-up
materials, shop supplies and third-party waste oil collection
services.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on July 2, 2013.  The case, assigned Case No. 13-34177, is
pending before the U.S. Bankruptcy Court Southern District of
Texas (Houston).  Judge Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas,
represents the Debtor as counsel. The Debtor tapped James Childs,
LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


OP-TECH ENVIRONMENTAL: Now a Wholly-Owned Subsidiary of NRC
-----------------------------------------------------------
The parent company of National Response Corporation has
successfully completed its tender offer for all outstanding shares
of common stock of OP-TECH Environmental Services, Inc.

The tender offer expired at 5:00 p.m., New York City time, on
Monday, July 29, 2013.  As of the expiration of the tender offer,
56,904,875 shares of OP-TECH's common stock had been validly
tendered and not withdrawn (not including 250,000 shares tendered
pursuant to the guaranteed delivery procedures provided for in the
offer), which represents approximately 96.1 percent of the
outstanding shares of OP-TECH common stock.  All shares of OP-TECH
common stock that were validly tendered and not withdrawn
immediately prior to the expiration of the offer have been
accepted for payment.  The aggregate purchase price to acquire all
outstanding shares of common stock and equity interests of the
Company was approximately $6.9 million.

Steve Candito, CEO of NRC, commented, "We are pleased to welcome
OP-TECH to the NRC family.  OP-TECH is a great fit strategically
to both expand NRC's service offerings and geographic reach.  OP-
TECH compliments NRC's existing West Coast operations and has
similar strengths including a loyal customer base, quality
employees, responsive services, and a unique market position.  We
look forward to working closely with OP-TECH's management team to
grow the combined organization."

Charles Morgan, CEO of OP-TECH, stated, "We are excited about
combining OP-TECH with NRC.  OP-TECH's knowledgeable and
professional staff, quality reputation, and loyal client base are
consistent with NRC's history of providing its customers with
superior services in diverse geographies.  On behalf of the entire
OP-TECH team, we look forward to working with NRC to grow the
combined business and expand our service offerings."

NRC was acquired in March 2012 by investment affiliates of J.F.
Lehman & Company, a leading middle-market private equity firm
focused on the defense, aerospace, and maritime sectors.  "NRC
continues to execute its strategy of expanding its service
offerings in environmental, industrial, and emergency response
services both domestically and abroad," said Alex Harman, partner.
"OP-TECH demonstrates many of the qualities J.F. Lehman & Company
seeks in acquisition candidates and we are excited to have them as
a part of NRC."

NRC completed the acquisition process by effecting a
short-form merger pursuant to Delaware law without a vote or
meeting of OP-TECH's remaining stockholders.  The merger was
consummated later July 30, 2013.

Senior debt financing for the acquisition was arranged by BNP
Paribas Securities Corp. (as sole lead arranger).  Jones Day
provided legal counsel to NRC.

In connection with the completion of the Merger, the Company has
informed the Financial Industry Regulatory Authority, Inc., of the
Merger and requested that trading in its share of Common Stock be
suspended and that the Common Stock be withdrawn from quotation on
the OTC Markets Group, Inc.  The Company filed with the Securities
and Exchange Commission a Form 15 under the Securities Exchange
Act of 1934, as amended, which would terminate and suspend the
Company's reporting obligations under Section 13 and 15(d) of the
Exchange Act.

A copy of the amended Schedule TO is available for free at:

                       http://is.gd/PnQ4on

In an amended Schedule 13D filing with the the U.S. Securities and
Exchange Commission, NRC US Holding Company, LLC, and its
affiliates disclosed that as of July 30, 2013, they beneficially
owned 100 shares of common stock of OP-TECH Environmental
Services, Inc.,  representing 100 percent of the shares
outstanding.  A copy of the amended filing is available at:

                        http://is.gd/sjiDg3

Additional information about the transaction is available at:

                        http://is.gd/EebWOg

                    About OP-TECh Environmental

East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc.,
provides comprehensive environmental and industrial cleaning and
decontamination services predominately in New York, New England,
Pennsylvania, New Jersey, and Ohio.

Dannible & McKee, LLP, in their audit report, dated May 14, 2013,
for the fiscal year ended Dec. 31, 2012, expressed substantial
doubt about OP-TECH Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has
negative working capital and a stockholders' deficit at Dec. 31,
2012, and caused violations of the Company's financing agreements.

The Company reported net income of $1.0 million on $32.3 million
of revenues in 2012, compared with a net loss of $7.5 million on
$30.7 million of revenues in 2011.  The Company's balance sheet at
March 31, 2013, showed $8.99 million in total assets, $12.79
million in total liabilities and a $3.79 million shareholders'
deficit.


ORCHARD SUPPLY: Slams U.S. Trustee Opposition to $3MM Bonus Plan
----------------------------------------------------------------
Law360 reported that Orchard Supply Hardware Stores Corp. blasted
opposition to a bonus plan that could pay top brass of the
bankrupt home-and-garden chain more than $3 million for landing a
buyer, claiming the U.S. trustee is judging the deal with
misplaced hindsight.

According to the report, U.S. Trustee Roberta A. DeAngelis
objected to Orchard's key employee incentive plan, saying it
provides executives no actual incentive because the $200 million
bonus threshold had already been triggered on the petition date by
the retailer's $205 million stalking horse agreement with Lowe's
Home Improvement LLC.

                       Excessive Bonuses

Peg Brickley, writing for Dow Jones Business News, reported that
federal bankruptcy monitors say Orchard Supply Hardware Corp.'s
top leaders are in line for bonuses that are "quite large, and
excessive" for executives of a troubled chain being auctioned off
in bankruptcy.

According to the Dow Jones report, Orchard's bonus proposal could
mean a pool of more than $3 million to be shared among five senior
executives, with 40% of the pool earmarked for Chief Executive
Mark Baker, court papers say.

Mr. Chesley noted there were no objections from anyone with an
economic stake in the outcome of Orchard's bankruptcy, the report
said.

The size of the executive bonus pool depends on the price Orchard
fetches at auction or on how much lenders recover if the company
switches course and opts for a restructuring instead of a sale,
the report related.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Has Final Approval of $176.3MM DIP Loan Packages
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Orchard Supply Hardware Stores Corporation, et al., final
authority to obtain postpetition financing totaling $176.3
million.

The DIP Loans are composed of the following:

   -- $147,125,000 senior secured superpriority revolving credit
      facility and $17,208,187 senior secured superpriority term
      loan facility from Wells Fargo Bank, National Association,
      as sole administrative agent and collateral agent for the
      DIP Lenders; and

   -- $12,000,000 secured superpriority delayed draw term loan
      credit facility from Gleacher Products Corp., as sole
      administrative agent and collateral agent for the the Term
      Lender DIP Lenders.

Proceeds from the DIP Facilities will be used to pay fees,
expenses and costs incurred in connection with the Chapter 11
cases, to repay the outstanding balance in the Debtors'
prepetition indebtedness, and to pay working capital and capital
expenditures.

The ABL DIP Secured Parties are granted priming first priority,
continuing, valid, binding, enforceable, non-avoidable and
automatically perfected postpetition security interests and liens
in all of the assets and property of the Debtors; provided that
the DIP Collateral will not include bankruptcy recoveries, any
other property to the extent that any requirement of law of a
governmental authority prohibits the creation of a security
interest herein, and the Debtors' cases of action against
insiders.  The ABL DIP Liens are subject to the carve-out and
priority liens.  All ABL DIP Obligations will be an allowed
superpriority administrative expense claim.

The Carve-Out includes allowed administrative expenses for fees to
be paid to the Clerk of the Bankruptcy Court and to the U.S.
Trustee, fees and costs incurred by professionals of the Debtors
and the Official Committee of Unsecured Creditors.

All ABL DIP Obligations will be immediately due and payable on the
date that is the earliest to occur of (i) Dec. 16, 2013, (ii) 10
days after the entry of an order authorizing the sale of all of
the Debtors' assets; (iii) 14 days following the entry of an order
confirming a Plan; (iv) the consummation date; and (v) the date of
termination of the Aggregate Revolving Commitments and
acceleration of any outstanding obligations in accordance with the
ABL DIP Credit Agreement.

A full-text copy of the Final Order approving the Wells Fargo DIP
Loans is available for free at:

         http://bankrupt.com/misc/ORCHARDdiploan0719.pdf

A full-text copy of the Final Order approving the Gleacher DIP
Loan is available for free at:

         http://bankrupt.com/misc/ORCHARDdiptermloan0719.pdf

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Has Final Authority to Use Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Orchard Supply Hardware Stores Corporation, et al., final
authority to use "cash collateral" securing their prepetition
indebtedness from the prepetition ABL Secured Parties.

The Prepetition ABL Secured Parties are entitled to receive
adequate protection for any decrease in the value of their
interests in the Collateral and the Debtors' use, sale or lease of
the Collateral.  As adequate protection, the Prepetition ABL
Secured Parties will have additional and replacement security
interests and liens in the ABL DIP Collateral, which will be
junior only to the ABL DIP Liens, the ABL DIP Superpriority Claim,
and the Carve Out.  The Prepetition ABL Secured Parties will have
an allowed superpriority administrative expense claim.  The
Debtors will also establish an account in the control of the
Prepetition ABL Agent into which $250,000 will be deposited as
security for any reimbursement, indemnification or similar
continuing obligations of the Debtors in favor of the Prepetition
ABL Secured Parties.

The Carve-Out includes allowed administrative expenses for fees to
be paid to the Clerk of the Bankruptcy Court and to the U.S.
Trustee, fees and costs incurred by professionals of the Debtors
and the Official Committee of Unsecured Creditors.

The Debtors' authority to use Cash Collateral will cease on the
date that is the earliest to occur of (i) Dec. 16, 2013, (ii) 10
days after the entry of an order authorizing the sale of all of
the Debtors' assets; (iii) 14 days following the entry of an order
confirming a Plan; (iv) the consummation date; and (v) the date of
termination of the Aggregate Revolving Commitments and
acceleration of any outstanding obligations in accordance with the
ABL DIP Credit Agreement.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Committee Seeks to Retain Pachulski as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Orchard Supply Hardware Stores Corporation, et
al., seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Pachulski Stang Ziehl & Jones LLP
as counsel.

The professionals and paralegals presently designate to represent
the Committee and their current standard hourly rates are:

   Bradford J. Sandler, Esq.   bsandler@pszjlaw.com   $750
   John Fiero, Esq.            jfiero@pszjlaw.com     $745
   James E. O'Neill, Esq.      joneill@pszjlaw.com    $695
   Karina Yee                                         $295

Mr. Sandler, a partner at Pachulski Stang Ziehl & Jones LLP,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse from the Committee's.

A hearing on the retention application will be on Aug. 6, 2013, at
10:00 a.m. EST.  Objections are due July 30.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Committee Taps Alvarez & Marsal as Fin'l Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Orchard Supply Hardware Stores Corporation, et
al., seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Alvarez & Marsal North America,
LLC, as financial advisors, to be paid the following hourly rates:

   Managing directors         $625-$850
   Directors                  $475-$625
   Associates                 $350-$475
   Analysts                   $225-$350

Kelly B. Stapleton, a managing director of Alvarez & Marsal,
assures the Court that her firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Committee's.  Ms.
Stapleton, however, discloses that she was the U.S. Trustee for
Region 3 from January 2005 through May 2008 although A&M does not
have any connection to the employees within the U.S. Trustee's
office in the District of Delaware.

A hearing on the retention application will be on Aug. 6, 2013, at
10:00 a.m. EST.  Objections are due July 30.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCKIT COMMUNICATIONS: Arrangement with Noteholders Approved
------------------------------------------------------------
At the extraordinary general meeting of shareholders of Orckit
Communications Ltd. held on July 31, 2013, the shareholders
approved:

   (1) an arrangement between the Company and its Series A note
       holders and Series B note holders and related matters,
       including an amendment to the Company's articles of
       association; and

   (2) approved a compensation policy for directors and officers,
       in accordance with the requirements of the Israeli
       Companies Law.

The Arrangement is subject to the satisfaction of the following
material conditions:

   * the approval of the Tel Aviv Stock Exchange

   * a tax ruling from the Israeli Tax Authority

   * the approval of the District Court of Tel Aviv

   * the closing of the patent sale and investment transaction
     with Networks Inc.

The transaction with Networks is subject to the satisfaction of
the following material conditions, on or prior to Aug. 15, 2013:

  * the closing of the Arrangement

  * the approval of the Tel Aviv Stock Exchange of the listing of
    the Orckit shares to be issued to Networks

  * the approval of the Israeli Office of the Chief Scientist on
    terms satisfactory to Networks

The Company said there can be no assurance that all the conditions
will be timely satisfied or that the foregoing transactions will
be consummated.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed US$14.93 million in total assets,
US$25.28 million in total liabilities and a US$10.35 million total
capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


ORECK CORP: OAC Acquisition Wins Court Okay to Buy All Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee, in
a July 22 ruling, authorized OAC Acquisition Company LLC to
purchase substantially all of Oreck Corporation., et al.'s assets
pursuant to an asset purchase agreement.

In an auction dated July 8, 2013, the qualified bid submitted by
OAC Acquisition and Royal Appliance Mfg. Co., as guarantor of the
purchaser's obligations under the APA, was chosen by the Debtors,
in consultation with the notice parties, as the successful bidder.

Upon and subject to the closing, and as a condition thereto,
$6,074,797 (the second lien lenders payoff amount) will be wired
to one or more bank accounts designated.

The U.S. Trustee objected to the sale, arguing that the Debtors'
request does not address the issue of how administrative expenses
of the Debtors' individual bankruptcy estates, and the proceeds of
the contemplated sale of the assets of their respective estates,
will be allocated between the nine individual bankruptcy estates,
if the motion for substantive consolidation is not granted.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at $21.9
million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


PARADISE HOSPITALITY: Opposes REF WB's Conversion Motion
--------------------------------------------------------
Debtor Paradise Hospitality, Inc., opposes the motion of RREF WB
Acquisitions, LLC, to convert the Debtor's Chapter 11 case to a
case under Chapter 7 of the Bankruptcy Code.

According to the Debtor, although it has not been able yet to sell
the Shopping Center as the Movant would prefer, it stands at the
ready to afford the alternative treatment provided by the
confirmed Plan.  Further, it has in fact commenced distributions
under the Plan, has assumed management of substantially all of the
property dealt with by the plan, and had transferred substantially
all of the property proposed by the Plan to be transferred, the
Debtor said.  "The only obstacle is the sale of the Shopping
Center.  However, since the Plan expressly provides an alternative
treatment, the Reorganized Debtor has also complied with this last
requirement since it need only transfer this Property as the Plan
expressly provides."

Pursuant to the confirmed Plan, RREF is to be paid from the
proceeds of the sale of the shopping center.  Alternatively, If
the Debtor does not sell the shopping center, RREF is entitled to
exercise its rights under State law after providing a new notice
of default.

Moreover, according to the Debtor, it is not in the best interests
of creditors to convert the case to Chapter 7 as all of the
creditors, except for the Movant and possibly taxing authorities,
stand to get nothing if the case is converted to Chapter 7.

The hearing date is set for Aug. 6, 2013, at 10:30 a.m.

Counsel for the Debtor can be reached at:

         Giovanni Orantes, Esq.
         Thomas Y. Lucero, Esq.
         THE ORANTES LAW FIRM, P.C.
         3435 Wilshire Blvd., Suite 1980
         Los Angeles, CA 90010
         Tel: (213) 389-4362
         Fax: (877) 789-5776
         E-mail: go@gobklaw.com

As reported in the TCR on July 22, 2013, senior secured creditor
RREF WB Acquisitions, LLC, seeks the conversion of the Chapter 11
case of Paradise Hospitality, Inc. into a Chapter 7 proceeding.

RREF asserted that cause exists to convert the case because the
Debtor has failed to substantially consummate its First Amended
Chapter 11 Plan of Reorganization and is in material default of
the Plan.  Specifically, RREF cited, the Plan requires the
reorganized debtor to sell its retail shopping center, the
principal collateral securing the repayment of one of the
reorganized debtor's two structured secured debts to RREF no later
than 60 days after the Plan Effective Date.

"That deadline has not passed, yet the reorganized debtor has not
only not sold the shopping center but it has rejected at least one
hard offer from a buyer to purchase the shopping center at an
amount substantially above RREF's debt amount," RREF said.

Against this backdrop, conversion is in the best interest of all
creditors and the estate, RREF maintained.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARADISE VALLEY: Opposes American Bank's Conversion Motion
----------------------------------------------------------
Paradise Valley Holdings LLC opposes the motion of American Bank
to convert its case to one under Chapter 7 of the Bankruptcy Code,
citing:

   1. Conversion is not in the best interest of creditors.

   2. The Debtor disputes the reasons asserted by American Bank to
justify conversion, except that the Debtor acknowledges that it is
unable to obtain confirmation of a Chapter 11 Plan.  The Debtor
has otherwise complied with the adequate protection stipulation
made with American Bank and has properly managed the estate.

   3. The best interests of the creditors is met through
dismissal.

   4. The creditors of the Debtor do not require a Chapter 7
trustee for their benefit and are better served outside of
bankruptcy where there is more opportunity to sell the DIP's asset
at a higher price for the benefit of the unsecured creditors.

The hearing date is set for Sept. 10, 2013, at 9:00 a.m.

Counsel for the Debtor can be reached at:

         James A. Patten, Esq.
         PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C.
         2817 2nd Avenue North, Ste. 300
         Billings, MT 59101
         Tel: (406) 252-8500
         Fax: (406) 294-9500
         E-mail: jpatten@ppglaw.com

As reported in the TCR on July 22, 2013, American Bank asks the
U.S. Bankruptcy Court for the District of Montana to convert
Paradise Valley Holdings LLC's Chapter 11 case to Chapter 7.

Doug James, Esq., at Moulton Bellingham PC, the attorney for
American Bank, said that his client wants to put the Debtor under
Chapter 7 due to the Debtor's inability to obtain confirmation of
a Chapter 11 plan within a reasonable time period.  The case has
been pending since Sept. 28, 2012.  American Bank, Mr. James
states, believes that the Debtor is unlikely to be able to confirm
a plan.

According to Mr. James, the Debtor failed to pay adequate
protection to American Bank, which is an undersecured creditor.
American Bank also claims that there is also a "gross
mismanagement of the estate."

                About Paradise Valley Holdings

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.
Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.,
at Patten, Peterman, Bekkedahl & Green, P.L.L.C., serves as the
Debtor's legal counsel.


PATRIOT COAL: Seeks to Change Loan Accord to Avoid Default
----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Patriot
Coal Corp., the bankrupt mining company, said sharp declines in
demand for coal could cause it to default on loans this year if it
can't change its current loan agreement.

According to the report, over the past year, falling prices for
metallurgical coal have cut into the company's earnings forecasts,
Patriot said in papers filed in Manhattan bankruptcy court July
30. The St. Louis-based company filed for bankruptcy in July 2012,
citing a drop in demand and $1.6 billion in lifetime health-care
obligations for its retirees.

Patriot is seeking court approval of a proposed amendment to a
$375 million loan, which lenders have already consented to, the
report related. The company said it believes "there is a
substantial likelihood that, if the amendment is not approved,
they may not comply" with current thresholds for earnings
beginning in the third quarter.

Under the previous loan agreement, Patriot was required to have a
minimum of consolidated earnings of $205 million by Dec. 31, the
report said.  The proposed amendment would drop the threshold to
$101.3 million.

Patriot, which has $802 million in operating loans, is still
negotiating with representatives of its unionized workers, the
report added.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Hires Duff & Phelps as Valuation Services Provider
----------------------------------------------------------------
Patriot Coal Corp., et al., ask the U.S. Bankruptcy Court for the
Eastern District of Missouri for authorization to employ Duff &
Phelps, LLC, as the Debtor's valuation services provider in
connection with valuation, liquidation analysis and fresh start
accounting services required during the Chapter 11 cases, nunc pro
tunc to July 11, 2013.

Duff & Phelps will provide the Debtors with the following
valuation services, subject to Court approval:

a. the estimation of the Fair Value and remaining useful life of
certain assets and liabilities for the purposes of fresh start
accounting, as defined in the Engagement Letters; and

b. the estimation of i) the value of the PP&E and Mineral
Interests (as defined in the Engagement Letters) assuming that
each asset was to be liquidated individually through an orderly
liquidation scenario and ii) the value of the PP&E Mineral
Interests, Surface Land, and Inventory (as defined in the
Engagement Letters) assuming that each asset was to be liquidated
individually through a distressed liquidation Scenario.  Together,
the Orderly Liquidation Value and Distressed Liquidation Value
will be referred to as the "Liquidation Values."

At the conclusion of the analysis for each (a) and (b) above, Duff
& Phelps will provide the Debtors with a written report that will
include a narrative description of the methodologies used and the
valuation conclusions as to the Liquidation Values and the Subject
Assets and Liabilities.  These reports will be used by the Debtors
and their advisors as part of the bankruptcy analysis necessary
for the Debtors to emerge from Chapter 11, specifically to compare
the Liquidation Values to the estimated reorganization value of
the value as a whole and to comply with fresh start accounting
standards.

Duff & Phelps intends to charge the Debtors for its fresh start
valuation and liquidation valuation services on an hourly basis
ranging from $95 for Administrative Staff to $620 for Managing
Directors.  Duff & Phelps has provided the Debtors with these
estimates for the fresh start valuation and liquidation valuation
services referenced in the Engagement Letters:

     Task                                 Estimated Fee Range

Valuation of PP&E                         $100,000 - $105,000
Valuation of Mineral Interest             $75,000 - $80,000
Valuation of Surface Land                 $30,000 - $35,000
Valuation of Other Assets/Liabilities     $40,000 - $45,000
Narrative Report and Administration       $30,000 - $35,000
Estimation of Liquidation Values          $75,000 - $80,000

In addition to the fees set forth above, the Debtors will
reimburse Duff & Phelps for any direct expenses incurred in
connection with Duff & Phelps' retention in the Chapter 11 cases
and the performance of the services set forth in the Engagement
Letters.

To the best of the Debtors' knowledge, Duff & Phelps and its
professionals are "disinterested" as that term is defined in
Sec. 101(14) of the Bankruptcy Code, as modified by Sec. 1107(b)
of the Bankruptcy Code, and, as required by Sec. 327(a) of the
Bankruptcy Code.

The Debtors have asked the Bankruptcy Court to expedite the
foregoing Application and to schedule the Application for hearing
at the Debtor's next scheduled status hearing on Aug. 20, 2013, at
10:00 a.m.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: 5th Amended Plan Filed, Plan Confirmed
--------------------------------------------------------
BankruptcyData reported that Penson Worldwide filed with the U.S.
Bankruptcy Court a Fifth Amended Chapter 11 Plan of Liquidation. A
related Disclosure Statement was not filed as a result of the June
7, 2013 Court order approving the Disclosure Statement.

The Court concurrently confirmed the Company's Fifth Amended
Chapter 11 Plan of Liquidation, including all Exhibits and
modifications thereto.

According to documents filed with the Court, "The Plan provides
for the Debtors' property to be liquidated, and for the proceeds
of the liquidation, including any recoveries obtained from
litigation against third parties, to be distributed to holders of
Allowed Claims and Equity Interests in accordance with the terms
of the Plan and the priority of claims provisions of the
Bankruptcy Code. The Plan further provides that on or before the
Effective Date, Penson Technologies LLC ('PTL') will be formed as
a Delaware limited liability company and all assets of the Debtors
will be conveyed and transferred to PTL for the liquidation,
administration, and distribution of the Debtors' property by
PTL....Pursuant to the PTL LLC Agreement, PTL will be managed by
the Board of Managers will consists of two members appointed by
the Second Lien Noteholders Committee, one member appointed by the
Convertible Noteholders Committee and one member appointed by the
Committee." The Debtors and GHP1 previously filed the Fourth
Amended Chapter 11 Plan of Liquidation, the Fifth Amended Chapter
11 Plan of Liquidation includes substantially the same terms as
the Fourth Amended Plan, except that it removes GHP1 as a Debtor
that is subject to the plan."

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PETER DEHAAN: Sept. 30 Hearing to Confirm Chapter 11 Plan
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on Sept. 30, 2013, at
9 a.m., to consider the confirmation of Peter Dehaan Holsteins,
LLC's Plan of Reorganization dated July 26, 2013.

Written ballots accepting to rejecting the Plan are due Sept. 20.
Ballot summary, responses to objections and report of
administrative expenses are due by Sept. 25.

According to the Second Amended Disclosure Statement, the Debtor
will implement the Plan primarily though the sale or surrender of
assets.  Allowed Administrative Claims of Debtor's professionals
(attorneys and accountants) will be paid from funds on hand upon
Court approval.  The Debtor estimates that Administrative Claims
of professionals will total approximately $300,000 as of the
Effective Date.

The Debtor will continue to list and market the Salem Farm and
facilities for sale.  The Debtor believes that the Salem Property
could be sold for an aggregate price of $4 million.  As part of
the restructuring, the Debtor will reduce its current dairy
operations even further by selling up to an additional 1,200 milk
cows and 1,000 heifers which are estimated to generate an
additional $2.37 million in proceeds.

The implementation of the Plan will be dependant upon completing
the anticipated sales of assets in the most tax advantageous
methods possible.

The previous Plan provides that the Debtor will implement the Plan
primarily by selling cattle and satisfying in full the 26 valid
and perfected ASL Claims that have been filed.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/PETER_DEHAAN_2ds.pdf

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PHIL'S CAKE: Obtains Final Nod to Use Cash Collateral
-----------------------------------------------------
On July 22, 2013, the U.S. Bankruptcy Court for the Middle
District of Florida entered a final order authorizing Phil's Cake
Box Bakeries, Inc., to use cash collateral of: (i) Southern
Commerce Bank, N.A. ("SCB"); (ii) Eagle Trail Drive, LLC, as
successor in interest to Zions First National Bank; (iii) Federal
Deposit Insurance Corporation, as Receiver of Heritage Bank of
Florida; and (iv) Colson, as successor in interest to the United
States Small Business Association and the Florida Business
Development Corporation, through the Effective Date of the
Debtor's confirmed Amended Plan.

As adequate protection, the Debtor will pay to SCB on a monthly
basis accrued interest on (i) the line of credit obligation; and
(ii) the commercial loan obligation.

                       About Phil's Cake

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., and Daniel R. Fogarty,
Esq., at Stichter Riedel Blain & Prosser, P.A., serve as the
Debtor's counsel.  The petition was signed by Philip Alessi, Jr.,
president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PHIL'S CAKE: Court Confirms Modified Amended Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered on July 9, 2013, entered an order confirming Phil's Cake
Box Bakeries, Inc.'s Amended Plan, dated as of April 4, 2013, as
Modified on June 24, 2013, and as further modified by the
Confirmation Order.

A copy of the Confirmation Order is available at:

        http://bankrupt.com/misc/phil'scake.doc280.pdf

As reported in the TCR on June 6, 2013, according to the Amended
Disclosure Statement for the Debtor's Amended Plan, holders of
Allowed Class 11 Unsecured Claims, which are impaired, will be
paid on account of their Allowed Unsecured Claims their Pro Rata
Share of the Unsecured Creditor Distribution Fund, which will be
in the amount of $250,000.  The Reorganized Debtor will make
deposits to the Unsecured Creditor Distribution Fund in five equal
annual installments, beginning one year from the Effective Date.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/PHILSCAKEds0419.pdf

                       About Phil's Cake

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., and Daniel R. Fogarty,
Esq., at Stichter Riedel Blain & Prosser, P.A., serve as the
Debtor's counsel.  The petition was signed by Philip Alessi, Jr.,
president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PNC BANK: $4MM Loan May Belong To Bankrupt Title Co.: 6th Circ.
---------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that the Sixth Circuit
said that $4.1 million a PNC Bank NA predecessor had provisionally
forwarded to a client could amount to a fraudulent transfer,
saying the funds probably belong to a bankrupt Ohio title company.

According to the report, a three-judge panel said that the
temporary credit PNC Bank extended to loan intermediary Dayton
Title, a typical service for commercial checking accounts while
checks are clearing, didn't belong to the lenders that loaned the
funds to a real estate developer who, it turned out, had written a
fake check.


PORTER HAYDEN: Strikes $21MM Deal Over Asbestos Coverage
--------------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that Porter Hayden
Co. asked a Maryland federal court to greenlight its $21.5 million
settlement with two Ace Group insurers over coverage of asbestos
claims, a deal it said would quickly provide substantial funds to
its creditors.

According to the report, under the deal, Westchester Fire
Insurance Co. would pay $20 million, while Century Indemnity Co.
would fork over $1.5 million to settle with Porter Hayden, which
sold and installed asbestos-containing insulation products. Porter
Hayden said the settlement was negotiated in good faith and was
fair and reasonable, the report said.


RURAL/METRO CORP: Files for Chapter 11 with Restructuring Plan
--------------------------------------------------------------
Rural/Metro Corporation on Aug. 4 disclosed that it has reached an
agreement-in-principle on a comprehensive financial restructuring
plan that will strengthen the Company's balance sheet by reducing
its funded indebtedness by approximately 50 percent via a
conversion of certain debt to equity and cutting its interest
expenses in half.

The financial restructuring process will help ensure that
Rural/Metro can continue to invest in its business, meet the needs
of customers, patients and communities and further improve
service.  Operations are expected to continue as normal throughout
the process.

Scott A. Bartos, Rural/Metro's new President and Chief Executive
Officer, said, "This agreement is good news for Rural/Metro and
for the clients and communities we serve.  We have a solution that
keeps our operations moving forward while cutting our debt in
half.  The significant infusion of new capital by our lenders
underscores their confidence in the value of our business, and
will help ensure that we have a strong financial footing to resume
growth and investment while honoring our agreements and continuing
to provide outstanding service and patient care."

Mr. Bartos continued, "We remain committed to serving our clients
and communities, maintaining our relationships with vendors and
supporting our employees whose hard work and dedication are
critical to our success.  We expect to move through this process
quickly and to be a stronger, more competitive and more profitable
organization."

Rural/Metro noted that its capital structure was created under
different economic circumstances, and making interest payments on
the debt while at the same time investing in operations was more
than the Company's earnings could support.  Rural/Metro reached
the agreement-in-principle on the terms of a prearranged financial
restructuring plan with the majority of its senior lenders and
approximately two-thirds of its bondholders.  To implement the
plan, Rural/Metro has elected to file Chapter 11 petitions in the
U.S. Bankruptcy Court for the District of Delaware.  The Company
intends to use the process to significantly reduce its debt,
renegotiate unprofitable contracts and free up capital for
investments to strengthen its business and further improve patient
care.  The agreement reached includes a significant cash
investment from the Company's bondholders to comprehensively
address the Company's capital expenditure needs and ensure the
Company continues to provide industry-leading emergency services
to its customers.  Rural/Metro anticipates completing its
restructuring in the fourth quarter of 2013.

In conjunction with the filing, Rural/Metro has received a
commitment for $75 million in debtor-in-possession financing ("DIP
Financing") from certain of the Company's secured lenders.
Following Court approval, this financing, combined with cash
generated by the Company's ongoing operations, will provide
Rural/Metro with sufficient liquidity to meet its operational and
restructuring needs.  The Company's bondholders have committed to
invest $135 million additional dollars of new equity in the fourth
quarter of this year to complete the financial restructuring and
position the Company for renewed growth.

Court filings and other documents concerning the restructuring
process are available on a dedicated website administered by
Rural/Metro's claims agent, Donlin, Recano & Company, Inc., at
http://www.donlinrecano.com/rmc

In addition, you can contact the claims agent directly by calling
Rural/Metro's restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.

Rural/Metro was acquired by Warburg Pincus LLC in a 2011 leveraged
buyout.  Rural/Metro missed a $15.6 million interest payment on
July 15, according to Jacqueline Palank, writing for Dow Jones
Newswires.  Dow Jones says a Warburg representative declined to
comment Sunday.

                         About Rural/Metro

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

                          *     *     *

As reported by the Troubled Company Reporter on July 26, 2013,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Rural/Metro Corp. to 'SD' from 'CCC'.  At the
same time, S&P lowered its rating on the company's $200 million
and $108 million senior unsecured notes to 'D' from 'CC' as a
result of the missed interest payment due July 15.  In addition,
S&P lowered its rating on the $100 million senior secured
revolving credit facility and the $325 million term loan B to 'CC'
from 'CCC+'.  If the company enters Chapter 11 bankruptcy
protection, S&P will lower all ratings to 'D'.

As reported by the Troubled Company Reporter on June 3, 2013,
Moody's Investors Service downgraded Rural/Metro Corporation's
corporate family and probability of default ratings to Caa2 from
B3.  In addition, Moody's lowered the senior secured credit
facilities to B3 from B1 and the senior unsecured notes to Caa3
from Caa2. The ratings outlook remains negative.  The downgrade of
the corporate family rating to Caa2 with a negative outlook
reflects Rural/Metro's highly leveraged capital structure and weak
liquidity position, reduced earnings and negative free cash flow,
as well as acquisitions that have resulted in a majority of its
revolving credit facility being utilized.


PRIME ACQUISITION: Gets Notice of Continued Listing on NASDAQ
-------------------------------------------------------------
Prime Acquisition Corp., a special purpose acquisition company, on
Aug. 1 disclosed that, on July 31, 2013, the Company received a
letter from the Listing Qualifications Department of The Nasdaq
Stock Market LLC stating that Nasdaq's Hearings Panel had
determined to continue the listing of the Company's shares,
subject to certain conditions.

As previously reported the Company was subject to delisting due to
its non-compliance with Listing Rule 5550(a)(3), which requires
that the Company maintain a minimum of 300 public holders for
continued listing of its securities on Nasdaq, and Listing Rule
5550(a)(4), which requires that the Company maintain a minimum of
500,000 publicly held shares for the continued listing of its
securities on Nasdaq.

The Panel granted the Company's request for continued listing
subject to Prime providing the Panel with updates on progress
toward completion of the audited financial statements of the
prospective target and progress towards the filing of applicable
documents with the SEC.  In addition, on or before September 30,
2013, the Company must provide the Panel with information
establishing that it has completed the business transaction and
has a minimum of 300 round lot shareholders and 500,000 publicly
held shares.

Diana Liu, Chief Executive Officer of Prime, stated, "We are
pleased by the Panel's decision to continue our listing.  Everyone
at Prime and bhn is working diligently toward closing our proposed
transaction and are focused on creating a portfolio of yield-
producing assets that will help to build shareholder value."

                   About Prime Acquisition Corp.

Prime Acquisition Corp., a Cayman Islands corporation, is a
special purpose acquisition company formed for the purpose of
acquiring an operating business.


PRM FAMILY: U.S. Trustee Appoints 5-Member Creditors Committee
--------------------------------------------------------------
Ilene J. Lashinsky, United States Trustee for the District of
Arizona, appointed 5 members to the official committee of
unsecured creditors of PRM Family Holding Company, L.L.C., et al.

The Creditors Committee members are:

      1. VALASSIS
         Hal Manoian
         1 Targeting Centre
         Windsor, CT 06095
         Tel: (860) 285-6336
         Fax: (860)285-6481
         E-mail: hxmanoia@valassis.com

      2. G H DAIRY EL PASO
         Heather Macre, by proxy
         Aiken, Schenk, Hawkins & Riccardi, PC
         2390 E. Camelback Rd., Ste. 400
         Phoenix, AZ 85016-3479
         Tel: (602) 248-8203
         Fax: (602) 248-8840
         E-mail: ham@ashrlaw.com

      3. ALL AMERICAN PLASTIC & PACKAGING
         Munther Ghazal
         3020 Hoover Ave.
         National City, CA 91950
         Tel: (619) 474-6677
         Fax: (619) 474-2356
         E-mail: munther@aaplastic.com

      4. MARCUS FOOD CO.
         Keith A. Alter
         240 N. Rock Road, Ste. 246
         Wichita, KS 67206
         Tel: (316) 613-2105
         Fax: (316) 684-1266
         E-mail: kalter@marcusfoodco.com

      5. HIDDEN VILLA RANCH
         Kathy L. Carter
         310 N. Harbor Blvd.
         Fullerton, CA 92832
         Tel: (800) 326-3220, Ext. 2143
         Fax: (714) 680-3080
         E-mail: kcarter@hiddenvilla.com

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Panel Can Retain Freeborn & Peters as Lead Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the Official Committee of Unsecured Creditors of PRM Family
Holding Company, L.L.C., et al., to retain the law firm of
Freeborn & Peters LLP as lead counsel for the Committee and the
law firm of Schian Walker, P.L.C., as local counsel for the
Committee effective as of July 10, 2013.

The Committee contemplates that the Firms will provide a full
range of services to the Committee in the course of these cases,
including:

(a) advising the Committee on all legal issues as they arise;

(b) representing and advising the Committee regarding the terms of
any sales of assets or plans of reorganization or liquidation, and
assisting the Committee in negotiations with the Debtors and other
parties;

(c) investigating the Debtors' assets and pre-bankruptcy conduct,
and investigating the validity, priority, and extent of the liens
and security interests of the Debtors' secured lenders, as well as
the pre-bankruptcy conduct of those lenders;

(d) preparing, on behalf of the Committee, all necessary
pleadings, reports, and other papers;

(e) representing and advising the Committee in all proceedings in
these cases;

(f) assisting and advising the Committee in its administration;
and

(g) providing such other services as are customarily provided by
counsel to a creditors' committee in cases of this kind.

The hourly rates for the Freeborn professionals presently expected
to have primary responsibility for the cases are as follows: (i)
Richard Lauter (Partner) - $585.00/hour; (ii) Thomas Fawkes
(Partner) - $505.00/hour; (iii) Jason R. Klinowski (Associate) -
$370.00/hour; and (iv) Elizabeth Janczak (Associate) -
$240.00/hour.  Paraprofessionals working on this case will be
billed out between $190.00 and $235.00/hour.

The hourly rates for Schian Walker's professionals presently
expected to have primary responsibility for these cases are as
follows: (i) Dale Schian (Partner) - $525/hour and (ii) Cody Jess
(Associate) - $325/hour.  Paraprofessionals working on this case
will be billed out at $200/hour.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Hearing on BofA's Objection to HG Retention on Sept. 5
------------------------------------------------------------------
The hearing on the objection of Bank of America, N.A., as
Administrative Agent and a Lender under the Amended and Restated
Credit Agreement dated July 1, 2011, to PRM Family Holding
Company, L.L.C., et al.'s motion to employ HG Capital Partners as
financial advisor of the Debtors, and the Agent's motion for
reconsideration of the U.S. Bankruptcy Court for the District of
Arizona's order dated July 2, 2013, approving the HG Retention
will be held on Sept. 5, 2013, at 10:00 a.m.

As reported in the TCR on July 1, 2013, HG will, among other
things:

      a. analyze the Debtors' financial data and condition;

      b. assist with developing and implementing operational
         efficiencies and cost saving matters;

      c. prepare projections for the Debtors' plan of
         reorganization;

      d. oversee the development of projected financial
         statements; and

      e. Analyze and locate DIP loans, exit financing, and
         additional debt or equity.

The professional services that HG Capital Partners may be
requested to perform will be provided by Mr. Jim Ameduri, managing
partner at HG.  Any staff working on the case will report directly
to Mr. Ameduri, so the only layer of review will be performed by
him, the sole contact person with the Debtors, counsel, and the
other constituencies in the case.  This will avoid multilevel
reviews and layered fee bills customary with national accounting
firms, says Michael McGrath, Esq., at Mesch, Clark & Rothschild,
PC, the attorney for the Debtor.

HG will be paid at these hourly rates:

         Managing Partners             $550
         Partners                      $500
         Staff                         $425

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


RURAL/METRO CORP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Sixty-six affiliates that simultaneously filed Chapter 11
petitions:

     Debtor                                   Case No.
     ------                                   --------
RURAL/METRO CORPORATION                       13-11952
  9221 E. Via de Ventura
  Scottsdale, AZ 85258
  MARICOPA-AZ
ARIZONA EMS HOLDINGS, INC.                    13-11953
BEACON TRANSPORTATION, INC.                   13-11954
BOWERS COMPANIES, INC.                        13-11955
COMTRANS AMBULANCE SERVICE, INC.              13-11956
CORNING AMBULANCE SERVICE, INC.               13-11957
DONLOCK, LTD.                                 13-11958
E.M.S. VENTURES, INC.                         13-11959
EASTERN AMBULANCE SERVICE, INC.               13-11960
EASTERN PARAMEDICS, INC.                      13-11961
EMERGENCY MEDICAL TRANSPORT, INC.             13-11962
EMS VENTURES OF SOUTH CAROLINA, INC.          13-11963
GOLD CROSS AMBULANCE SERVICE OF PA, INC.      13-11964
GOLD CROSS AMBULANCE SERVICES, INC.           13-11965
LASALLE AMBULANCE, INC.                       13-11966
MEDICAL EMERGENCY DEVICES AND
  SERVICES (MEDS), INC.                       13-11967
MERCURY AMBULANCE SERVICE, INC.               13-11968
METRO CARE CORP.                              13-11969
NATIONAL AMBULANCE & OXYGEN SERVICE, INC.     13-11970
NORTH MISS. AMBULANCE SERVICE, INC.           13-11971
PACIFIC AMBULANCE, INC.                       13-11972
PROFESSIONAL MEDICAL TRANSPORT, INC.          13-11973
R/M ARIZONA HOLDINGS, INC.                    13-11974
R/M MANAGEMENT CO., INC.                      13-11975
R/M OF TENNESSEE G.P., INC.                   13-11976
R/M OF TENNESSEE L.P., INC.                   13-11977
RMC CORPORATE CENTER, L.L.C.                  13-11978
RURAL/METRO (DELAWARE) INC.                   13-11979
RURAL/METRO CORPORATION (AZ)                  13-11980
RURAL/METRO CORPORATION OF FLORIDA            13-11981
RURAL/METRO CORPORATION OF TENNESSEE          13-11982
RURAL/METRO FIRE DEPT., INC.                  13-11983
RURAL/METRO MID-SOUTH, L.P.                   13-11984
RURAL/METRO OF BREWERTON, INC.                13-11985
RURAL/METRO OF CALIFORNIA, INC.               13-11986
RURAL/METRO OF CENTRAL ALABAMA, INC.          13-11987
RURAL/METRO OF CENTRAL COLORADO, INC.         13-11988
RURAL/METRO OF CENTRAL OHIO, INC.             13-11989
RURAL/METRO OF GREATER SEATTLE, INC.          13-11990
RURAL/METRO OF INDIANA, L.P.                  13-11991
RURAL/METRO OF NEW YORK, INC.                 13-11992
RURAL/METRO OF NORTHERN CALIFORNIA, INC.      13-11993
RURAL/METRO OF NORTHERN OHIO, INC.            13-11994
RURAL/METRO OF OHIO, INC.                     13-11995
RURAL/METRO OF OREGON, INC.                   13-11996
RURAL/METRO OF ROCHESTER, INC.                13-11997
RURAL/METRO OF SAN DIEGO, INC.                13-11998
RURAL/METRO OF SOUTHERN CALIFORNIA, INC.      13-11999
RURAL/METRO OF SOUTHERN OHIO, INC.            13-12000
RURAL/METRO OF TENNESSEE, L.P.                13-12001
RURAL/METRO OPERATING COMPANY, LLC            13-12002
SAN DIEGO MEDICAL SERVICES
  ENTERPRISE, L.L.C.                          13-12003
SIOUX FALLS AMBULANCE, INC.                   13-12004
SOUTHWEST AMBULANCE AND RESCUE
  OF ARIZONA, INC.                            13-12005
SOUTHWEST AMBULANCE OF CASA GRANDE, INC.      13-12006
SOUTHWEST AMBULANCE OF NEW MEXICO, INC.       13-12007
SOUTHWEST AMBULANCE OF
  SOUTHEASTERN ARIZONA, INC.                  13-12008
SOUTHWEST AMBULANCE OF TUCSON, INC.           13-12009
SOUTHWEST GENERAL SERVICES, INC.              13-12010
SW GENERAL INC.                               13-12011
THE AID AMBULANCE COMPANY, INC.               13-12012
THE AID COMPANY, INC.                         13-12013
TOWNS AMBULANCE SERVICE, INC.                 13-12014
VALLEY FIRE SERVICE, INC.                     13-12015
W & W LEASING COMPANY, INC.                   13-12016
WP ROCKET HOLDINGS, INC.                      13-12017

Chapter 11 Petition Date: August 4, 2013

Court: United States Bankruptcy Court
       District of Delaware

Debtors' Counsel:  Matthew A. Feldman, Esq.
                   Rachel C. Strickland, Esq.
                   Daniel Forman, Esq.
                   WILLKIE FARR & GALLAGHER LLP
                   787 Seventh Avenue
                   New York, NY 10019-6099

                        - and -

                   Maris J. Kandestin, Esq.
                   YOUNG CONAWAY STARGATT & TAYLOR, LLP
                   Rodney Square
                   1000 North King Street
                   Wilmington, DE 19801
                   Tel: 302-571-6600

                      - and -

                   Edmon L. Morton, Esq.
                   YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                   The Brandywine Bldg.
                   1000 West Street, 17th Floor
                   P.O. Box 391
                   Wilmington, DE 19899
                   Tel: 302 571-6600
                   Fax: 302-571-1253

Debtors'
Financial
Advisor:           Alvarez & Marsal Healthcare
                     Industry Group, LLC
                   100 Pine Street
                   San Francisco, CA 94111

                      - and -

                   FTI Consulting, Inc.
                   1201 West Peachtree Street, NW
                   Atlanta, GA 30309

Debtors'
Investment
Banker:            Freres & Co. L.L.C.
                   30 Rockefeller Plaza
                   New York, NY 10112

Debtors' Claims
& Noticing Agent:  Donlin, Recano & Company, Inc.
                   419 Park Avenue South
                   New York, NY 10016

The petitions were signed by Stephen Farber, the Debtors' Chief
Financial Officer.


SARKIS INVESTMENTS: Section 341(a) Meeting Set on Sept. 6
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Sarkis
Investments Company, LLC, will be held on Sept. 6, 2013, at 1:15
p.m. at RM 2612, 725 S Figueroa St., Los Angeles, CA.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SHOTWELL LANDFILL: Seeks to Extend Plan Filing to Aug. 19
---------------------------------------------------------
Shotwell Landfill, Inc., asks the U.S. Bankruptcy Court for an
extension until Aug. 19, 2013, of the deadline to file its Chapter
11 plan and disclosure statement.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor estimated $10 million to
$50 million in assets and liabilities.  William P. Janvier, Esq.
at the Janvier Law Firm, PLLC, represents the Debtor as counsel.


SHOTWELL LANDFILL: Hires Ragsdale Liggett as Special Counsel
------------------------------------------------------------
Shotwell Landfill, Inc., asks the U.S. Bankruptcy Court for
permission to employ William W. Pollock, Esq., and Ragsdale
Liggett PLLC as special counsel.

The firm's rates are:

     Professional               Rates
     ------------               -----
     Partners               $325 per hour
     Associates             $165 per hour
     Paralegals             $125 per hour

Mr. Pollock attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor estimated $10 million to
$50 million in assets and liabilities.  William P. Janvier, Esq.
at the Janvier Law Firm, PLLC, represents the Debtor as counsel.


SMILE BRANDS: S&P Revises Outlook & Rates $310MM Facility 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Smile Brands Group Inc.  Standard & Poor's also
affirmed its 'B-' corporate credit rating on the company.

At the same time, S&P assigned a 'B-' (the same as the corporate
credit rating) issue-level rating with a '3' recovery rating to
the company's proposed $310 million credit facility.  'The '3'
recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery of principal for lenders in the event of a
payment default.  The proposed credit facility will consist of a
$50 million revolving credit facility due 2018 and a $260 million
term loan due 2019.

The company will use the proceeds of the new credit facility to
refinance its existing credit facility.

"The outlook revision reflects our expectation that the company's
liquidity will be adequate over the near term," said Standard &
Poor's credit analyst Gail Hessol.


SOLIMAR ENERGY: In Negotiations with SCCP Over Alleged Default
--------------------------------------------------------------
Solimar Energy Limited on Aug. 2 disclosed that further to the
news release of July 22, 2013, the Company has been in
negotiations with SCCP Solimar Holdings LP ("Second City") in
relation to their issuance of a "Notice & Request" to
Computershare Trust Company of Canada.  Solimar has since paid the
interest in relation to the alleged default.  While the outcome of
the negotiations with respect to Second City withdrawing their
"Notice & Request" of default cannot be guaranteed, the Company is
hopeful that a mutually acceptable resolution will be reached.

Headquartered in Melbourne, Australia, Solimar Energy Limited --
http://www.solimarenergy.com.au/-- is engaged in the evaluation,
development of onshore oil and gas prospects and production of oil
and gas in California.


SOUND SHORE: Montefiore Gets Bankruptcy Court OK to Acquire Assets
------------------------------------------------------------------
Montefiore Health System and Sound Shore Health System on Aug. 2
disclosed that Montefiore had received approval from the U.S.
Bankruptcy Court for the Southern District of New York (White
Plains) for its affiliates to acquire the assets of Sound Shore
Health System (SSHS).  The transaction, which is subject to
regulatory approval, is expected to close this fall.  At that
time, Montefiore will begin to provide services at Sound Shore and
Mount Vernon Hospitals and Schaffer Extended Care Center.
Mt. Vernon's Hopfer School of Nursing is an important program and
Montefiore is committed to supporting its on-going role training
nurses of tomorrow.

"As a former resident of New Rochelle for more than 25 years, I
have deep affection for this community. I know how important it is
to have accessible, high quality health care close to home," said
Steven M. Safyer, M.D., president and CEO, Montefiore Health
System.  "We are excited to be making this significant step into
Westchester and to strengthen our partnerships with the community-
based physicians to ensure residents of New Rochelle, Mount Vernon
and the surrounding neighborhoods receive the exceptional care
that they deserve."

Sound Shore Health System will continue normal operations until
the closing.  Upon completion of the transaction, Montefiore will
work closely with the dedicated doctors, nurses and staff of Sound
Shore and Mount Vernon Hospitals and the Schaffer Extended Care
Center, who have served their patients well over many years.
Montefiore is committed to preserving jobs and intends to hire
substantially all eligible and qualified staff to provide health
care services.

"This is a significant milestone in the acquisition process as it
paves the way for a stronger, more vibrant healthcare
infrastructure in southern Westchester," said John Spicer,
president and CEO, Sound Shore Health System.  "Our physicians and
employees have been phenomenally supportive during this period,
enabling us to stay true to our promise of providing patients with
uninterrupted care and services."

                 About Montefiore Health System

Montefiore Health System, Inc. is the parent organization for
Montefiore Medical Center, Wakefield Ambulatory Care Center,
University Behavioral Associates and other operating entities of
the organization.

                 About Sound Shore Health System

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

The Debtors are seeking to sell their assets to the Montefiore
health system.  In June 2013, Montefiore added $4.75 million to
its purchase offer for Sound Shore Medical Center and Mount Vernon
Hospital to speed up the sale.  Montefiore raised its bid to
$58.75 million plus furniture and equipment as part of a request
for a private sale of the bankrupt New Rochelle and Mount Vernon
hospitals, which the Bronx-based health system would like to buy
by August 2.  Montefiore is represented by Togut, Segal & Segal
LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SPROUTS FARMERS: S&P Revises Outlook to Pos. & Assigns 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Phoenix-based Sprouts Farmers Markets Holdings LLC to
positive from negative and affirmed its 'B+' corporate credit
rating.

At the same time, S&P affirmed its 'B+' issue-level rating and
revised its recovery rating to '3' from '4' on the company's
$60 million revolving credit facility due in 2018 and $700 million
term loan B due in 2020.  This reflects revised recovery prospects
due to less priority debt in the capital structure.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery of principal in the event of payment
default.

"We also assigned our 'B+' corporate credit rating to Sprouts
Farmers Market Inc., parent of Sprouts Farmers Markets Holdings
LLC.  The outlook revision on Sprouts Farmers Market LLC reflects
the successful completion of an IPO of its common stock.
According to the company, it raised $383 million of proceeds, of
which approximately $345 million of net proceeds will be used to
repay borrowings under its credit facility," said credit analyst
Kristina Koltunicki.  "The debt pay down strengthened credit
protection measures ahead of our projections.  We forecast debt-
to-EBITDA to be in the low 4.0x-area over the next 12 months."

"The positive outlook reflects our expectation that Sprouts will
continue to increase revenues and profits meaningfully over the
next 12 months as we anticipate continued robust new store growth
and strong operating performance at its existing stores.  Credit
protection measures may improve above our forecasted levels over
the next year if the company can successfully execute its
expansion strategy while leveraging its cost structure leading to
additional performance gains.  It also incorporates our
expectation that financial sponsor, Apollo, will reduce its common
stock ownership in the company to below 40%," S&P added.

"We could raise our ratings if leverage declines below 4.0x.  This
could occur if EBITDA grows 10% over our projected levels while
debt remains constant.  We would also need further confidence that
Apollo could reduce its stake in Sprouts over the next 24 months
and that leverage would remain less than 4.0x on a sustained
basis," S&P added.

Although unlikely, S&P could revise the outlook to stable if debt-
to-EBITDA does not decline as much as anticipated due to weaker-
than-expected operating performance from a slower executed store
expansion or an increase in competitive pressures.  This could
occur if margins decline by approximately 100 bps, while the
company maintains our projected revenue growth levels for 2013.
At that time, leverage would be in the mid-5x area.


STANDARD PACIFIC: Fitch Rates $300MM Unsecured Notes at 'B/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Standard Pacific
Corp.'s (NYSE: SPF) proposed offering of $300 million aggregate
principal amount of 6.25% senior unsecured notes due 2021.
Proceeds from the notes offering will be used for general
corporate purposes, including land acquisition and development,
home construction, and other related purposes. The Rating Outlook
is Positive.

Key Rating Drivers

The ratings reflect the company's execution of its business model,
geographic and product line diversity and adequate liquidity
position. Fitch expects further gains in industry housing metrics
this year as the housing cycle continues to evolve. However, there
are still challenges facing the housing market that are likely to
moderate the early stages of this recovery, including recent sharp
increases in interest rates and home prices. Nevertheless, SPF has
the financial flexibility to navigate through the sometimes
challenging market conditions and continue to invest in land
opportunities.

Risk factors include the cyclical nature of the homebuilding
industry, SPF's aggressive land strategy, and, although improving,
still high leverage position.

The Positive Outlook takes into account the improving housing
industry outlook for 2013 and 2014 and also the above average
performance relative to its peers in certain financial, credit and
operational categories.

The Industry

Housing metrics all showed improvement so far in 2013. For the
first six months of the year, single-family housing starts
improved 24.3% and existing home sales expanded 10.3%. New home
sales also increased 28.4% during the January - June period in
2013. The most recent Freddie Mac 30-year interest rate was 4.31%,
100 basis points (bps) above the all-time low of 3.31% set the
week of Nov. 21, 2012. The NAHB's latest existing home
affordability index was 172.7, short of the all-time high of
207.3. Fitch's housing estimates for 2013 are as follows: single-
family starts are forecast to grow 18.3% to 633,000 while
multifamily starts expand about 25% to 307,000; single-family new
home sales should increase approximately 24% to 455,000 as
existing home sales advance 7.5% to 5.01 million.

Average single-family new home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 5.5%
and 4.5%, respectively, in 2013.

Housing metrics should expand next year due to the economy growing
more rapidly in 2014, job growth moderately expanding (and
unemployment rates decreasing to 7.5% for 2013 from an average of
7.8% in 2013), despite somewhat higher interest rates as well as
more measured home price inflation. Single-family starts are
projected to improve 22.4% to 775,000 and multifamily volume grows
about 9% to 335,000. Thus, total starts next year should top 1
million. New home sales are forecast to advance about 24% to
565,000, while existing home volume increases 5% to 5.26 million.

New home price inflation should moderate next year, at least
partially because of higher interest rates. Average and median new
home prices should rise about 3.5% and 2.5%, respectively, in
2014.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential for short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

Land Strategy

SPF is focused on growing its operations by investing in new
communities, particularly in land-constrained markets. Following
the significant reduction of its land supply during the 2006 -2009
periods, SPF began to increase its land holdings during 2010,
2011, 2012 and far in 2013. At June 30, 2013, the company had
35,126 lots controlled, a 26.5% increase over the previous year
and 83% growth over year-end 2009 land holdings. Its owned and
optioned lot positions increased 28.7% and 36%, respectively, as
compared to the second quarter 2012, while its joint venture lot
position fell 51.3% year-over-year. Based on the latest 12 month
(LTM) closings, SPF controlled 9.1 years of land and owned roughly
7.1 years of land.

The company spent $711 million on land and development during 2012
compared with $437 million expended in 2011 and $336 million in
2010. SPF spent roughly $418 million through the first six months
of 2013 and expects total spending will be between $600 million
and $900 million for the year, which includes roughly $200 million
- $300 million of development expenditures.

Fitch is comfortable with SPF's aggressive land strategy given the
company's liquidity position. The company ended the second quarter
of 2013 with $65.1 million of unrestricted cash and $317.5 million
of availability under its unsecured revolving credit facility. The
proposed $300 million debt offering further supplements the
company's liquidity position. SPF's debt maturities are well-
laddered, with only $35 million of debt coming due through 2015 as
of June 30, 2013. Fitch expects SPF in the intermediate term will
maintain liquidity of at least $350 million - $400 million from a
combination of cash and revolver availability.

Credit Metrics

SPF has shown improvement in credit metrics over the past 18
months. Debt to EBITDA (as calculated by Fitch) improved from
12.4x during 2011 to 8.2x during 2012. On a pro forma basis
including the proposed notes offering, debt to EBITDA for the LTM
period ending June 30, 2013 would be approximately 7x. Similarly,
interest coverage improved from 0.8x during 2011 to 1.3x during
2012 and 1.9x for the LTM period ending June 30, 2013. Fitch
expects further improvement in these credit metrics for the
remainder of the year.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as:

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
     cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses; and
-- SPF's liquidity position.

The company's ratings could be upgraded to 'B+' if the company
performs in line with Fitch's 2013 expectations, including revenue
growth of about 35%, EBITDA margins of between 15%-16%, debt to
EBITDA of around 6x and interest coverage in excess of 2x.

Negative rating actions could occur if the recovery in housing
dissipates, resulting in revenues approaching 2011 levels, EBITDA
margins of roughly 10%, interest coverage falling below 1x and
liquidity declining below $200 million.
Fitch currently rates SPF as follows:

-- Long-term Issuer Default Rating 'B';
-- Senior unsecured notes 'B/RR4';
-- Unsecured revolving credit facility 'B/RR4'.

The Rating Outlook is Positive.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues. Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders. The Fitch applied a liquidation
value analysis for these RRs.


TELETOUCH COMMUNICATIONS: To Liquidate Under Chapter 11
-------------------------------------------------------
Teletouch Communications, Inc., disclosed in a filing with the
U.S. Securities and Exchange Commission that it and its subsidiary
intend to file voluntarily petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to liquidate their assets.  The Company said it
has no further access to any cash to pay its obligations after
DCP Teletouch Lender, LLC, asserted control over the Company's
bank accounts.  It is expected that the voluntary petitions will
be filed during the week of Aug. 5, 2013.

On July 30, 2013, the Senior Lender blocked the Company's access
to approximately $789,000 in cash and instructed the Company's
banks to transfer all existing cash balances and future cash
deposits received by the Company to an account owned and
controlled by DCP.  According to the filing, the Company has
defaulted under its Loan Agreement DCP.

The Company is in a dialogue with DCP regarding an arrangement
that would enable the Company to fund its critical obligations in
the short-term pursuant to a cash budget that would be required to
be approved in advance by DCP.  As of Aug. 2, 2013, a mutually
agreeable cash budget has not concluded.

Teletouch plans to file a Form 15 with the SEC to terminate the
registration of its common stock under the Securities Exchange Act
of 1934, as amended.  Following that filing, the Company will no
longer be obligated to file any periodic or other reports under
the Securities Exchange Act of 1934.

In June 2013, Teletouch has exited the wholesale distribution line
of business citing its inability to sustain further losses.

The Board has appointed Michael Juniper, a senior manager of
Deloitte CRG as chief restructuring officer.  The CRO's primary
responsibilities will involve the direct management of the
liquidation process, including among other things, assisting in
the negotiation of forbearance and restructuring arrangements with
senior lenders, assisting in negotiations with creditors to assure
continued support during the Liquidation, supporting the
management in negotiating out-of-court settlements and in
preparing bankruptcy filings, appearing as a representative of the
Debtors in the Bankruptcy Court, and generally assisting
management through the bankruptcy process.

The Company has retained the services of the Corporate
Restructuring Group of Deloitte Financial Advisory Services LLP.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

For the nine months ended Feb. 28, 2013, the Company incurred a
net loss of $622,000 on $14.94 million of total operating
revenues, as compared with net income of $4 million on $19.02
million of total operating revenues for the nine months ended
Feb. 29, 2012.  The Company's balance sheet at Feb. 28, 2013,
showed $10.38 million in total assets, $16.91 million in total
liabilities and a $6.53 million total shareholders' deficit.


TWIN DEVELOPMENT: Hires Robert Legate as Special Counsel
--------------------------------------------------------
Twin Development, LLC asks the U.S. Bankruptcy Court for
permission to employ Robert J. Legate as special counsel.

The professional services Mr. Legate will perform are related to
the prosecution of the claims against La Jolla Bank, Rick Hall,
and Martin Rodriguez as counsel of record in a pending state court
action, including but not limited to:

   1. all litigation and preparation for litigation;

   2. harvesting assets for the Debtor enabling the Debtor to
      prepare and fund a plan in this case;

   3. negotiations regarding any potential settlements; and

   4. performing all other legal services for Debtor in regards to
      the pending State Action.

Robert J. Legate attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Leegate has agreed to work on a contingency fee of 40% to 45%
of any recovery from the state action.

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and liabilities $38,027,600.


US POSTAL: CCAGW Says New Senate Bill Fails to Prevent Bankruptcy
-----------------------------------------------------------------
On Aug. 2, the Council for Citizens Against Government Waste
denounced S. 1486, the Postal Reform Act of 2013.  The Senate bill
bails out the Postal Service (USPS), favors unions over consumers
and taxpayers, and fails to prevent USPS's bankruptcy.  The bill,
introduced by Senators Tom Carper (D-Del.) and Tom Coburn (R-
Okla.) on Aug. 1, prevents USPS from implementing many of the
reforms that CCAGW has long insisted are essential to right-sizing
the Postal Service and sparing taxpayers the consequences of its
collapse.

For example, rather than allowing USPS to close excess plants and
processing facilities that have become expendable in light of
declining mail volumes, S. 1486 would block USPS from closing
unnecessary facilities and post offices for two years.  In a
November 21, 2011 speech before the National Press Club,
Postmaster General Patrick Donahoe pointed out that "roughly
25,000 out of our 32,000 Post Offices operate at a loss."  He
added that thousands of post offices have less than $20,000 in
annual revenue yet cost more than $60,000 to operate, and many of
these unprofitable locations are a few miles away from another
post office.  Any legislation that does not demand that USPS take
swift steps to close excess postal facilities is unacceptable.

Despite the fact that more than 80 percent of USPS' expenses are
labor costs, the bill avoids the issue of reducing its labor
force.  It also removes the existing cap on price hikes for first-
class mail, a policy that will likely increase consumers'
transition away from USPS and toward electronic alternatives,
therefore defeating the provision's intended purpose of increasing
revenue.  The bill also encourages USPS to pursue other forms of
revenue (such as a clothing line), even if doing so means engaging
in direct competition with existing industries, and requires no
plan or commitment that such ventures be profitable.  Not content
with its monopoly over the mail, USPS would be allowed to crowd in
on other firms' market share.

The legislation will worsen the flow of red ink at USPS, which
lost $8.5 billion in fiscal year (FY) 2010, $5.1 billion in FY
2011, and a staggering $15.9 billion in FY 2012.  In the second
fiscal quarter of FY 2013, USPS lost another $1.9 billion.
Decreased demand has resulted in dwindling incomes at USPS; first
class mail, which makes up more than half of USPS revenue, peaked
in 2006, and fell 20 percent over the next four years.  In short,
the USPS business model is broken; half-measures and compromises
cannot revive the organization.

"While we at CCAGW appreciate any effort to right the ship at
USPS, S. 1486 fails to create the kinds of changes that will have
a meaningful impact on the Postal Service's bottom line," said
CCAGW President Tom Schatz.  "S. 1486 tackles an important issue
for taxpayers, but its effects would be worse than doing nothing.
The Senate should quickly go back to the drawing board; USPS is
sinking fast."

The Council for Citizens Against Government Waste (CCAGW) is the
lobbying arm of Citizens Against Government Waste, the nation's
largest nonpartisan, nonprofit organization dedicated to
eliminating waste, fraud, abuse, and mismanagement in government.

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012  "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


VAN DYKE: Moody's Lowers Ratings on $34.5MM Debt to 'Ba1'
---------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
rating on Van Dyke Public Schools, MI. The outlook on the district
remains negative. The Ba1 rating and negative outlook affects
$34.5 million of outstanding rated general obligation debt. The
district has a total of $59.4 million of outstanding general
obligation debt.

Rating Rationale:

The district's outstanding rated bonds are secured by its general
obligation unlimited property tax pledge. Additionally, all
outstanding bonds are further secured by the State of Michigan's
(GO rated Aa2/positive outlook) School Bond Qualification and Loan
Program (SBQLP) which provides debt service assistance through its
School Loan Revolving Fund (SLRF). Moody's has a Aa2 rating with a
positive outlook on the enhancement program. Fundamental to the
program's rating is its sound mechanics to ensure timely payments,
which include a provision for independent third party notification
to the state in the event of debt service insufficiency, and the
strength of the state's general obligations, currently rated Aa2
with positive outlook.

The downgrade to Ba1 reflects the district's deficit General Fund
balance which is not projected to return to positive balance until
fiscal 2016. Also incorporated is the district's modestly-sized,
depreciating tax base north of Detroit (GO rated Caa3/rating under
review for downgrade); well below average socioeconomic
characteristics typical of Detroit area residential suburbs that
have historically been dependent on regional manufacturing jobs;
declining enrollment, likely due to outmigration of students to
other districts and charter schools as well as demographic shifts;
and elevated debt burden. The negative outlook reflects the
uncertainty that the district will be able to achieve its current
Deficit Elimination Plan (DEP) given recent negative budgetary
variances and unstable enrollment trends.

Strengths:

- Continued support of the State of Michigan's School Loan
   Revolving Fund to meet debt service obligations

- State oversight of the district's DEP process, though
   financial improvements thus far have been limited

Challenges:

- Deficit General Fund balance not projected to be rectified
   until fiscal year 2016

- Annual declines in enrollment negatively affecting core
   operating revenues

- Rapidly depreciating tax base with well below average
   socioeconomic characteristics

- Elevated debt profile

Outlook:

The negative outlook reflects ongoing pressures to the district's
credit profile which makes the district's ability to fulfill its
current DEP uncertain.

What Could Move the Rating Up (Or Remove the Negative Outlook)

- Ability to implement and realize the goals of the current
   Deficit Elimination Plan

- Stable to increasing trends in enrollment leading to increases
   in operating revenues to assist in reestablishing a positive
   General Fund position

What Could Move the Rating Down?

- Failure to eliminate the deficit General Fund balance in a
   timely manner and/or continued financial deterioration

- Inability to maintain adequate liquidity to meet operational
   costs

- Continued enrollment declines resulting in greater than
   anticipated revenue pressures

Principal Methodology Used

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


WOOTON GROUP: Balks at Bid to Dismiss or Convert Case
-----------------------------------------------------
Wooton Group, LLC, opposes a motion filed by the United States
Trustee's Office to dismiss or convert the Debtor's Chapter 11
case.

The Office of the U.S. Trustee filed the request on July 16, 2013.

In opposing the request, the Debtor argues that:

     -- it provided evidence of current insurance coverage on
        July 25, 2013.

     -- its Monthly Operating Report for June 2013 was filed
        on July 19, 2013.

     -- the quarterly fees for the period ending June 30, 2013
        were due by July 31, 2013.  The Debtor has said it
        would pay the quarterly fees by July 31, 2013.

The Debtor requests that the U.S. Trustee's Motion be denied or
that the hearing be continued to permit the Debtor to come into
full compliance.

Attorneys for the Debtor can be reached at:

         M. Jonathan Hayes, Esq.
         Matthew D. Resnik, Esq.
         Roksana D. Moradi, Esq.
         Carolyn M. Afari, Esq.
         SIMON RESNIK HAYES LLP
         15233 Ventura Boulevard, Suite 250
         Sherman Oaks, CA 91403
         Tel: (818) 783-6251
         Fax: (818) 783-6253
         E-mail: jhayes@SRHLawFirm.com
                 matthew@SRHLawFirm.com
                 roksana@SRHLawFirm.com
                 carolyn@SRHLawFirm.com

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


* LPS' June Mortgage Monitor Shows Spike in Delinquency Rate
------------------------------------------------------------
The June Mortgage Monitor report released by Lender Processing
Services found that the nearly 10 percent spike in the national
delinquency rate reported in the company's "First Look" at
mortgage performance was based on approximately 700,000 newly 30-
day delinquent loans in June.  As LPS Applied Analytics Senior
Vice President Herb Blecher explained, the spike -- while large --
should be seen in the proper context.

"June's increase in delinquencies is representative of a
documented seasonal phenomenon," Mr. Blecher said.  "Over the last
18 years, similar changes occurred in June for all but four of
those years.  And this month's increase was felt across all 50
states -- from a roughly 14 percent month-over-month rise in 30-
day delinquencies in Nevada to a nearly 32 percent upswing in
Colorado.  Additionally, we examined the data to see the effect of
recent increases in interest rates on delinquency rates and found
no significant impact thus far.  Adjustable-rate mortgages (ARMs),
which one would expect to be impacted most by such interest rate
changes, actually saw delinquency rates rise at a lower relative
rate than those of fixed-rate mortgages.

"Of course, focusing solely on month-to-month shifts in mortgage
performance can be like tracking the stock market on a daily
basis," Mr. Blecher continued.  "You may see periodic spikes and
dips, but without a longer-term perspective, you lack a clear
picture of how the market is actually performing.  Though June's
9.9 percent spike was indeed significant -- and a reversal of five
consecutive months of declines -- on a quarterly basis, the rise
was much more moderate than the historical average.  Since 1995,
delinquency rates have risen from Q1 to Q2 in all but two years,
with an average 7 percent increase.  By comparison, the 2013 Q1 to
Q2 increase was just 1.34 percent."

Looking further into the impact of mortgage interest rate changes,
LPS re-examined the pool of potential refinanceable mortgages and
found that, despite improved equity situations nationwide, fewer
loans have refinanceable characteristics at the new rates, as many
loans currently have a lower interest rate.  Approximately 12
percent of active loans, about 5.9 million, fit broad-based
refinanceable criteria, down from 8.9 million in March of 2013
when rates were at historic lows.  Still, while prepayment rates
(historically a good indicator of refinance activity) had declined
12 percent in June in the face of rising interest rates, they were
higher than when interest rates were last at this point back in
2011.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.68%

Month-over-month change in delinquency rate: 9.91%

Total U.S. foreclosure presale inventory rate: 2.93%

Month-over-month change in foreclosure presale inventory rate:
-3.92%

States with highest percentage of non-current* loans:
FL, MS, NJ, NY, ME

States with the lowest percentage of non-current* loans:
WY, MT, AK, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Totals are extrapolated based on LPS Applied Analytics' loan-level
database of mortgage assets.


* Morgan Drexen Challenges Constitutionality of CFPB Structure
--------------------------------------------------------------
The CFPB structure has faced constitutional challenges on a number
of political and judicial fronts.  The CFPB has managed to evade
all examinations of its fundamental make-up, this time on a
procedural technicality.  On Aug. 1, Federal District Court Judge
Ellen Huvelle granted the Motion to Dismiss filed by the Consumer
Financial Protection Bureau, dismissing for lack of standing the
constitutional challenge brought by State National Bank of Big
Spring, the Competitive Enterprise Institute, and 11 states.

"The CFPB was able to dodge the ultimate question of its
structural legitimacy for now," said Venable LLP partner Randall
K. Miller, the attorney representing Morgan Drexen in its case
against the CFPB.

"But our case is very different, because we are the target of an
over reaching and harmful enforcement proceeding that has reached
the point of threats of an imminent lawsuit," Mr. Miller said.

Attorney Kimberly Pisinski and Morgan Drexen, Inc., a software and
business support services company, sued the CFPB on grounds the
agency is not constitutional, and that the agency has attempted to
data mine the personal financial details and attorney client
communications of thousands of Ms. Pisinski's clients by demanding
information protected by the attorney-client privilege.

"My clients have a legitimate right to their expectation of
privacy," said Ms. Pisinski, an attorney licensed in Connecticut.
Pisinski, whose practice primarily focuses on child advocacy
issues, uses Morgan Drexen's software platform to help her with
her clients, including those who are seeking bankruptcy
protection.

"The documents demanded by the CFPB include the names, addresses,
social security numbers, names of debtors, amounts owed, all
attorney notes regarding attorney client communications, the
length of the communications, and other personal information that
is NOT public information," said Morgan Drexen CEO Walter Ledda.

"The attorneys who hire Morgan Drexen have told us not to release
this information about their clients.  Doing so would destroy the
reputation of the company, not to mention, the long-standing right
of a consumer to the attorney-client privilege," he said.

                        About Morgan Drexen

Morgan Drexen -- http://www.morgandrexen.com-- provides
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services.  These
services are designed to reduce costs and make legal
representation affordable for consumers. Morgan Drexen offers
attorneys automated platforms for complex document management,
client databases, paralegal and paraprofessional services, call
centers, client screening, and marketing.


* Ralph Lay Joins Algon Group as Senior Managing Director
---------------------------------------------------------
Algon Group on Aug. 2 disclosed that banking industry veteran
Ralph Lay has recently joined the firm as Senior Managing
Director.

The addition of Lay enhances the firm's capabilities in providing
both corporate and real estate advisory services and solutions to
Algon Group's clients.  Mr. Lay will handle advisory assignments
for both lenders and borrowers, act as a Court Appointed
Receiver/Trustee, provide litigation/expert services and advise
investors in the purchase of individual assets, loans and
portfolios.

Troy Taylor, President of Algon said, "The addition of Ralph to
the Algon team further enhances our capabilities in providing
industry-leading financial advisory services for results-oriented
clients in challenging, unique situations."

With nearly 30 years at Bank of America and its predecessors,
Mr. Lay brings vast real estate capital markets experience to the
Algon senior team, and has led transactions approaching $10
billion in value for leading real estate firms including the
Related Group, WCI Communities, Crescent Resources, Sea Island,
Kiawah Island, Reynolds Plantation, Faison Properties, Pannatonni
Group and John Wieland Homes, among others.

Most recently, he served as Bank of America's Senior Vice
President Region Executive Real Estate Managed Accounts.  He has
been involved in some of the largest real estate syndications in
the industry.  Mr. Lay has done business across the US, in Canada
and in the Caribbean.  He also has experience in multiple
jurisdictions with litigation, bankruptcy, receiverships, note
sales and restructures.

                           About Algon

Algon Group -- http://www.algongroup.com-- is a specialized
financial advisory firm that provides sophisticated financial
analysis and advisory services to debtors, creditors, equity
holders and third party constituencies.  Algon professionals each
have decades of investment banking experience and, in aggregate,
have handled transactions in excess of $20 billion during their
collective careers.  Algon has handled over $3.7 billion of
restructurings/transactions in the last 48 months on behalf of
public and private entities.  The firm has a nationwide footprint
with professionals in Atlanta, Birmingham, Charlotte, Phoenix,
Philadelphia and Tampa Bay.

Algon is a strategic partner in 32 Advisors-Algon, a joint venture
with 32 Advisors.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ACASTI PHARMA IN  APO CN            3.3       (1.8)       2.3
ADVANCED EMISSIO  ADES US          92.5      (39.8)     (11.0)
ADVENT SOFTWARE   ADVS US         824.6     (114.8)    (202.7)
AK STEEL HLDG     AKS US        3,772.7     (181.0)     473.3
ALLIANCE HEALTHC  AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A    AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG   AXL US        3,008.7     (101.6)     345.2
AMERISTAR CASINO  ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP          AAMRQ US     26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G  BERY US       5,045.0     (251.0)     606.0
BIOCRYST PHARM    BCRX US          46.9       (2.8)      24.1
BOSTON PIZZA R-U  BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V  DOO CN        1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO  BLDR US         505.5       (8.5)     188.3
CABLEVISION SY-A  CVC US        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI  CZR US       26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR  CALD US         123.1       (2.1)       2.9
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHOICE HOTELS     CHH US          562.7     (520.0)      75.1
CIENA CORP        CIEN US       1,693.3      (97.9)     744.0
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI      DAL US       45,772.0   (1,184.0)  (5,880.0)
DENDREON CORP     DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIAMOND RESORTS   DRII US       1,053.8      (99.1)     674.4
DIRECTV           DTV US       20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA    DPZ US          468.8   (1,328.8)      73.7
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP         DYAX US          70.7      (37.0)      43.0
ESPERION THERAPE  ESPR US           5.3       (5.0)       2.4
EVERYWARE GLOBAL  EVRY US         340.7      (53.6)     134.8
FAIRPOINT COMMUN  FRP US        1,656.5     (360.7)       5.5
FAIRWAY GROUP HO  FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP     FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC   FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP   FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO  FSL US        3,129.0   (4,583.0)   1,235.0
GENCORP INC       GY US         1,411.1     (366.9)      27.9
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN  HDS US        6,459.0   (1,720.0)   1,199.0
HOVNANIAN ENT-A   HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         334.2      (27.8)     210.4
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI  INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE US         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU  JE CN         1,528.9     (164.9)     (62.3)
L BRANDS INC      LTD US        5,776.0     (994.0)     634.0
LEE ENTERPRISES   LEE US        1,010.8     (104.9)      (6.9)
LIN MEDIA LLC     LIN US        1,221.8      (63.5)     (97.2)
LORILLARD INC     LO US         3,335.0   (1,855.0)   1,587.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO  MBII US          17.8      (45.1)     (21.6)
MDC PARTNERS-A    MDZ/A CN      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A    MDCA US       1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A   MEG US          734.7     (191.7)      38.1
MERITOR INC       MTOR US       2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        5,075.8     (148.2)      30.1
MORGANS HOTEL GR  MHGC US         583.6     (148.2)     104.5
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVIDEA BIOPHARM  NAVB US          13.6       (2.7)       6.2
NAVISTAR INTL     NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT  NKTR US         447.9       (2.6)     183.8
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
OMTHERA PHARMACE  OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN  PM US        37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR    PHMO11B BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         906.1     (343.4)     132.2
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         474.4      (42.0)      99.0
QUINTILES TRANSN  Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
REVLON INC-A      REV US        1,269.7     (632.4)     180.6
RITE AID CORP     RAD US        6,945.4   (2,357.5)   1,822.5
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE  SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A  SBGI US       2,734.5      (97.3)     (18.2)
SUNESIS PHARMAC   SNSS US          50.6       (5.8)      15.3
SUNGAME CORP      SGMZ US           0.1       (1.3)      (1.4)
SUPERVALU INC     SVU US        4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS   TCO US        3,369.8     (191.4)       -
THRESHOLD PHARMA  THLD US         104.5      (25.2)      80.0
TOWN SPORTS INTE  CLUB US         414.5      (43.7)     (14.3)
ULTRA PETROLEUM   UPL US        2,062.9     (441.1)    (266.6)
UNISYS CORP       UIS US        2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD  VGR US        1,069.5     (129.5)     384.8
VENOCO INC        VQ US           704.3     (299.9)     (40.5)
VERISIGN INC      VRSN US       2,524.8     (273.9)     312.7
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,310.8   (1,561.1)     (84.7)
WEST CORP         WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA  WLB US          933.6     (281.6)     (11.1)
XERIUM TECHNOLOG  XRM US          600.8      (35.1)     123.8
XOMA CORP         XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN  YRCW US       2,200.9     (642.6)     111.1


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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